Master Services Agreement

Transcription

1 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Master Services Agreement between The Virginia Information Technologies Agency on behalf of The Commonwealth of Virginia and Tempus Nova, Inc. Master Services Agreement Page 1 of 64

2 Contract No. VA TEMP, Master Services Agreement July 20, 2016 MASTER SERVICES AGREEMENT TABLE OF CONTENTS 1. PURPOSE AND SCOPE; CONTRACT STRUCTURE... 6 A. Purpose and Scope; Master Services Agreement... 6 B. Statements of Work... 6 C. Agreement... 6 D. VITA and other Authorized User Liability DEFINITIONS AND REFERENCES... 7 A. Definitions... 7 B. References SERVICES... 7 A. Services... 7 B. Implementation Activities and Deployment under SOWs... 8 C. Service Quality Service Levels and Standard of Performance D. Additional Services E. Resources F. Supplier Excused Performance TERM AND TERMINATION A. MSA Term B. SOW Term C. Termination for Convenience D. Termination for Cause E. Termination for Non-Appropriation of Funds F. Termination upon Supplier Change of Control G. Bankruptcy H. Effect of Termination I. Termination by Supplier J. Transition-Out Services ORDERING OF SERVICES A. Non-Exclusivity B. Ordering Process C. Requirements Applicable to SOWs D. Ordering and Procurement Scope Master Services Agreement Page 2 of 64

3 Contract No. VA TEMP, Master Services Agreement July 20, 2016 E. Miscellaneous Provisions Applicable to Orders and SOWs CHARGES; PAYMENT PROCEDURE A. Charges B. Invoice Procedures C. Purchase Payment Terms D. Limitations on Reimbursed Expenses E. Competitive Pricing and Terms SUPPLIER PERSONNEL A. Selection and Management of Supplier Personnel B. Responsibility for Supplier Personnel Supervision and Responsibility C. Key Personnel and Project Managers D. Subcontractors SUPPLIER COOPERATION, INTEGRATED SERVICES PLATFORM; NEW TECHNOLOGY A. Supplier Cooperation B. VITA Integrated Services Platform C. Authorized User Self-sufficiency PROVISIONS APPLICABLE TO SOFTWARE LICENSES AND LICENSED SERVICES UNDER SOWS A. License Grant B. Software licensed by Software Publisher C. No Subsequent, Unilateral Modification of Terms by Supplier ( Shrink Wrap ) D. Licensed Services RIGHTS TO WORK PRODUCT A. Work Product B. Ownership C. Pre-existing Work D. Return of Materials (and VITA Data) CHANGE CONTROL A. General B. Approval by Authorized User Cost, Adverse Impact C. Implementation of Changes D. Financial Responsibility SUPPLIER REPRESENTATIONS, WARRANTIES AND COVENANTS A. Ownership B. Limited Warranty C. Component Warranty D. Interoperability Warranty Master Services Agreement Page 3 of 64

4 Contract No. VA TEMP, Master Services Agreement July 20, 2016 E. Compliance with Laws F. Performance Warranty G. Documentation and Deliverables H. Malicious Code I. Open Source J. Supplier s Viability K. Supplier s Past Experience ACCEPTANCE A. Deliverable Acceptance and Acceptance Criteria B. Deliverable Cure Period WARRANTY AND MAINTENANCE SERVICES A. Known Defects B. New Releases C. Coverage D. Service Levels E. Software Evolution F. Remedies REPORTING AND FEES FROM SUPPLIER GOVERNANCE AND MANAGEMENT A. Meetings B. Governance C. Steering Committee D. Policy and Procedures Guide; SMM TRAINING AND DOCUMENTATION A. Training B. Documentation RESERVED CONFIDENTIALITY A. Treatment and Protection B. Exclusions C. Return or Destruction D. Supplier Personnel Confidentiality Statement E. Health Insurance Portability and Accountability Act F. Virginia Freedom of Information Act Indemnification and LIABILITY A. Indemnification Master Services Agreement Page 4 of 64

5 Contract No. VA TEMP, Master Services Agreement July 20, 2016 B. Liability INSURANCE SECURITY COMPLIANCE COMPLIANCE WITH LAWS AND VITA RULES; RESTRICTED OR SENSITIVE DATA A. Compliance with VITA Rules and Laws B. Restricted or Sensitive Data and Data Location GENERAL PROVISIONS A. No Agency; Independent Contractor B. Incorporated Contractual Provisions; Compliance with Laws and VITA Rules C. Compliance with the Federal Lobbying Act D. Governing Law E. Dispute Resolution F. Advertising and Use of Proprietary Marks G. Notices H. No Waiver I. Assignment J. Captions K. Severability L. Survival M. Force Majeure N. Remedies O. Right to Audit P. Hiring Q. Agreement Administration R. Entire Agreement; Amendment S. Terms of MSA to Control; Order of Precedence T. Acknowledgement and Further Assurances Master Services Agreement Page 5 of 64

6 Contract No. VA TEMP, Master Services Agreement July 20, 2016 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT is entered into by and between the Virginia Information Technologies Agency ( VITA ) pursuant to of the Code of Virginia and on behalf of the Commonwealth of Virginia, and Tempus Nova, Inc. ( Supplier ), a Colorado corporation headquartered at 1550 Larimer Street, Suite 217, Denver, CO 80202, and is dated and effective as of July 20, 2016 (the Effective Date ). In consideration of the mutual promises and covenants contained herein, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, VITA and Supplier hereby agree as follows: 1. PURPOSE AND SCOPE; CONTRACT STRUCTURE A. Purpose and Scope; Master Services Agreement The body of this agreement (i.e., the introductory paragraph through Section 24 (General Provisions) and all exhibits and other attachments (this Master Services Agreement or MSA ) sets forth the terms and conditions pursuant to which VITA and other Public Bodies may enter into Statements of Work (as defined below) with Supplier under which Supplier shall provide various messaging and messaging related solutions and services to and for the benefit of VITA and such Public Bodies and their respective designated Customers (as defined below). B. Statements of Work To the extent VITA or another Public Body desires that Supplier provide Services (as defined below), VITA or such other Public Body and Supplier shall execute a statement of work under this MSA, a form of which is set forth in Attachment A (Statement of Work (SOW) Template), in accordance with the provisions of Section 5 (Ordering of Services). Except as otherwise provided herein, all of the terms and conditions of this MSA shall be applicable to such SOW and shall be incorporated therein. Each such statement of work shall be referred to as a Statement of Work or SOW. SOWs are not binding until fully executed by authorized representatives of VITA or other applicable Public Body (each, in such capacity, the Authorized User ) and Supplier. SOWs may be used only for the purchase of functions, responsibilities, activities, deliveries and tasks within the scope of potential Services under Section 3.A (Services). C. Agreement The term Agreement means, collectively, this MSA and the SOWs. D. VITA and other Authorized User Liability ALL CONTRACTUAL OBLIGATIONS AND LIABILITIES UNDER THE AGREEMENT OF ANY AUTHORIZED USER IN CONNECTION WITH A SOW EXECUTED BY SUCH AUTHORIZED USER SHALL BE THE SOLE OBLIGATIONS OF SUCH AUTHORIZED USER AND NOT THE RESPONSIBILITY OF VITA UNLESS SUCH AUTHORIZED USER IS VITA. Master Services Agreement Page 6 of 64

7 Contract No. VA TEMP, Master Services Agreement July 20, DEFINITIONS AND REFERENCES A. Definitions Except as otherwise expressly provided in the Agreement, capitalized terms used in the Agreement shall, for purposes of the Agreement, have the meanings set forth or referenced in Exhibit 1.1 (Definitions). In addition, those terms, acronyms, and phrases utilized in the information technology outsourcing industry or in Commonwealth contracting processes which are not otherwise defined in the Agreement shall be interpreted in accordance with their generally understood meaning in such industry or context. For example and without limiting the foregoing, (i) terms that are not defined herein and which are defined within the Information Technology Resource Management Glossary (COV ITRM Glossary), appearing at ( V_ITRM_Glossary.pdf) shall, have the definitions provided therein, and (ii) terms that are not defined herein and which are recognized as common terms within ITIL shall have the definitions provided in ITIL. B. References Unless otherwise specified or the context otherwise requires, (i) a reference within this MSA or a SOW to an Exhibit, Attachment, or Schedule shall be deemed to include all documents subsidiary to such document (e.g., a reference to Exhibit 1 (Integrated Services Platform) includes Exhibit 1.1 (Definitions), etc.); (ii) a reference to a Section or other provision, Exhibit, Attachment or Schedule within this MSA or a SOW shall be deemed to be a reference to such Section or other provision of this MSA or such SOW or to such Exhibit, Attachment or Schedule to this MSA or such SOW; and (iii) a reference to a Section or other provision within an Exhibit, Attachment or Schedule to this MSA or a SOW shall be deemed to be a reference to such Section or other provision of such Exhibit, Attachment or Schedule. 3. SERVICES A. Services i. Scope of Services. The Services shall consist of the functions, responsibilities, activities, deliveries and tasks of Supplier, including provision of the Solution, provided for in Exhibit 2 (Description of Services), as and to the extent ordered by VITA or other Authorized User through execution of a SOW with Supplier entered into pursuant to Section 5 (Ordering Services), together with the other applicable obligations of Supplier provided under this MSA (including Licensed Services, as applicable) or such SOW. Exhibit 2 (Description of Services) may be modified from time to time by VITA and Supplier pursuant to Section 3.E (Additional Services; Modification of Services). The timing for the performance of any Service shall be as provided under the applicable SOW, and absent specificity respecting such timing, on the schedule directed by the Authorized User. ii. Included Services. If any functions, responsibilities, activities, deliveries and tasks of Supplier not specifically described in Exhibit 2 (Description of Services) or elsewhere in this Agreement or a SOW are an inherent, necessary or customary part of the Services, or are required for the proper performance or provision of the Services in accordance with the Agreement, such functions, responsibilities, activities, deliveries and tasks shall be deemed to be included within the scope of the Services to be delivered for the Charges, as if such services, functions or Master Services Agreement Page 7 of 64

8 Contract No. VA TEMP, Master Services Agreement July 20, 2016 responsibilities were described in the Agreement. Supplier shall perform any and all of its contractual obligations under this Agreement at the times and locations set forth in the applicable SOW or as directed by the Authorized User and for the Charges applicable thereunder. B. Implementation Activities and Deployment under SOWs The following shall apply with respect to each SOW: i. SOW Kick-Off Meeting. Within thirty (30) days of the execution of this MSA or any SOW, Supplier may be required to attend a contract orientation meeting(s), along with the VITA or other Authorized User contract manager/administrator, the VITA or other Authorized User project manager(s) or authorized representative(s), technical leads, VITA representatives for SWaM and Sales/IFA reporting, as applicable, and any other significant current or anticipated stakeholders (including Customers) who have a part in the successful performance of the applicable SOW(s). The purpose of each such meeting will be to review all contractual obligations of the Parties, all administrative and reporting requirements of Supplier, and to discuss any other relationship, responsibility, communication and performance criteria set forth in the Agreement. The Supplier may be required to have its assigned account manager and a representative from its contracts department, and other Supplier Personnel as VITA or other Authorized User may request, in attendance. The time and location of this meeting will be coordinated with Supplier and other meeting participants by the contract manager of VITA or other applicable Authorized User. As may be specified in the Implementation Plan, this meeting may be held with Supplier participants participating remotely through agreed upon web conferencing and teleconferencing means. ii. Implementation Services and Deployment. Under each SOW, Supplier shall deploy the applicable Solution(s), including any Component parts, and perform the services, functions and responsibilities required to smoothly transfer responsibility for the performance of the Services to be transitioned to and performed by Supplier (collectively the Implementation Services ) in accordance with the performance and delivery dates in the implementation plan set forth in the applicable SOW (the Implementation Plan ). As part of the Implementation Services, Supplier shall make available all appropriate and/or related Documentation at the time of delivery of the relevant Component. Any Component delivered without the appropriate and required Documentation shall be considered "shipped short" until the applicable Documentation has been received. Except as otherwise specified in the Implementation Plan, such Documentation may be provided electronically, provided that all such Documentation is clearly identified and defined with respect to the requirements it satisfies and is readily accessible, downloadable and cable of being stored and printed by VITA and other Customer personnel using word processing, spreadsheet and similar applications in regular use by such Users. Supplier shall deploy the Solution in accordance with the deployment schedule set forth in the Implementation Plan, including installation or delivery of any Component(s). Supplier shall conduct appropriate diagnostic evaluations of the applicable Customer site(s) to determine that each Component and the Solution is properly deployed and fully ready for productive use, and shall supply each Customer under such Authorized User s SOW with a copy (in form reasonably acceptable to VITA or other Authorized User) of the results of the diagnostic evaluation promptly after completion of deployment as applicable to the appropriate Implementation Plan or SOW. If the Solution includes configuration of Software by Supplier, as part of the Implementation Services, Supplier shall provide to the appropriate Customer(s) sufficient Documentation and knowledge sharing through meeting(s) or webinar(s), virtual or in person training and such other means sufficient to transfer knowledge from Supplier to VITA and other Customer(s) of the Master Services Agreement Page 8 of 64

9 Contract No. VA TEMP, Master Services Agreement July 20, 2016 configuration, and which shall be sufficiently detailed such that any appropriately trained employee or Agent of such Customer(s) may reconstruct the configuration of the Software. iii. Initial Implementation Plan. If an initial Implementation Plan is set forth in the applicable SOW, Supplier shall prepare and deliver to the Authorized User a detailed Implementation Plan for the Authorized User s review, comment and approval within the time period provided in the SOW (or not more than fifteen (15) days after the SOW Effective Date if no time period is provided). The proposed detailed Implementation Plan shall describe in greater detail the specific implementation activities to be performed by Supplier, but shall be consistent in all respects with the initial Implementation Plan, including the activities, Deliverables, Implementation Milestones and Deliverable Credits described in the initial Implementation Plan. Supplier shall address and resolve any questions or concerns the Authorized User may have as to any aspect of the proposed detailed Implementation Plan and shall incorporate any reasonable modifications, additions or deletions to such Implementation Plan requested by the Authorized User. Supplier shall obtain the Authorized User s approval for the detailed Implementation Plan within thirty (30) days after the SOW Effective Date unless another period is agreed upon by Supplier and the Authorized User. The detailed Implementation Plan as approved by the Authorized User shall be deemed to be appended to and incorporated in the applicable SOW. iv. Detailed Implementation Plan. To the extent requested by the Authorized User, the detailed Implementation Plan shall identify (i) the transition and implementation of activities to be performed by Supplier and the significant components, subcomponents and the conditions precedent associated with each such activity, (ii) all Deliverables to be completed by Supplier, (iii) the timeline by which each such activity or Deliverable is to be completed (the Implementation Milestones ), (iv) the contingency or risk mitigation strategies to be employed by Supplier in the event of disruption or delay, (v) the Acceptance Criteria (and, if appropriate, description of applicable testing) to be applied by the Authorized User in evaluating Deliverables, (vi) any implementation responsibilities to be performed or implementation resources to be provided by the Authorized User, (vii) any related documents contemplated by the Agreement and/or required to effectuate the transition and implementation to be executed by Supplier and the Authorized User, and (viii) a detailed work plan identifying the specific transition activities to be performed by Supplier on a weekly basis during the Implementation Period. v. Performance. Supplier shall perform the Implementation Services described in the Implementation Plan in accordance with the timetable and the Implementation Milestones set forth in the Implementation Plan and/or SOW. Supplier shall perform the Implementation Services in a manner that shall not disrupt the business or operations of the Customer(s) or degrade the Services then being received by any of the Customer(s), except as may be otherwise expressly provided in the Implementation Plan. Prior to undertaking any transition activity, Supplier shall discuss with the Authorized User all known material risks and shall not proceed with such activity until the Authorized User is reasonably satisfied with the mitigating plans with regard to such risks (provided that neither Supplier s disclosure of any such risks, nor the Authorized User s acquiescence in Supplier s mitigating plans, shall operate or be construed as limiting Supplier s responsibility under the Agreement). Supplier shall identify and resolve, with the Authorized User s reasonable assistance, any problems that may impede or delay the timely completion of each task in the Implementation Plan that is Supplier s responsibility and shall use commercially reasonable efforts to assist the Authorized User with the resolution of any problems that may impede or delay the timely completion of each task in the Implementation Plan that is the Authorized User s responsibility. Master Services Agreement Page 9 of 64

10 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Unless otherwise provided in the Implementation Plan, if the Solution includes Software which may be installed by a Customer and such Customer elects to install the Software itself, the Software shall be deemed to be installed when all programs, program libraries and user interfaces are copied to and initialized on the appropriate Equipment as executable by having the Customer invoke the primary function of each major component of the Software or when Acceptance Criteria as specified in the SOW have been met. Such Customer shall provide to Supplier written notice of Acceptance upon completion of installation and successful Acceptance testing and Supplier shall proceed with full deployment of the Solution for such Customer concurrently with or after the Customer s installation of the Software, as provided in the Implementation Plan. vi. Reports. Unless otherwise directed by the Authorized User, Supplier shall meet at least weekly with the Authorized User to report on Supplier s progress in performing its responsibilities and meeting the timetables set forth in the Implementation Plan. Supplier also shall provide written reports to the Authorized User at least weekly regarding such matters, and shall provide oral reports more frequently if requested by the Authorized User. Promptly, but not later than one (1) Business Day, after receiving any information indicating that Supplier may not perform its responsibilities, or meet any timetable, in the Implementation Plan, Supplier shall notify the Authorized User in writing of any actual or potential failures to timely perform and shall identify for the Authorized User s consideration and approval specific measures to address and mitigate the risks associated therewith. vii. Suspension or Delay of Implementation Activities. The Authorized User shall have the right, in its sole discretion, to suspend or delay the performance of the Implementation Services and/or the transition of all or any part of the Services. If the Authorized User exercises such right and its decision is based, at least in material part, on reasonable concerns about Supplier s ability to perform the Services or Supplier s failure to perform its obligations under the applicable SOW, the Authorized User shall not incur any Charges or be required to reimburse expenses in connection with such decision. If the Authorized User s decision is not based, at least in material part, on reasonable concerns about Supplier s ability to perform the Services or Supplier s failure to perform its obligations under the applicable SOW, the Authorized User shall reimburse Supplier for any additional expenses reasonably incurred by Supplier as a result of such decision, provided that Supplier notifies the Authorized User in advance of such expenses, obtains the Authorized User s approval prior to incurring such expenses, and uses commercially reasonable efforts to minimize such expenses. viii. Failure to Meet Implementation Milestones. Supplier acknowledges that failure to deploy the Solution in accordance with the Implementation Plan shall constitute a material breach of the applicable SOW. Thus, a. If Supplier fails to meet an Implementation Milestone, Supplier shall pay the Authorized User any Deliverable Credits specified in the applicable SOW for such Implementation Milestone. b. Neither the Implementation Services nor the activities and Deliverables associated with individual Implementation Milestones shall be deemed complete until Acceptance of such activities and Deliverables. Master Services Agreement Page 10 of 64

11 Contract No. VA TEMP, Master Services Agreement July 20, 2016 ix. Termination for Cause. In addition to any other termination right that the Authorized User may have under the SOW, the Authorized User may terminate the SOW in whole or in part for cause if (i) Supplier materially breaches its obligations (including failing to meet an Implementation Milestone) with respect to the provision of Implementation Services and fails to cure such breach within fifteen (15) days after receipt of notice, or (ii) Supplier fails to meet an Implementation Milestone designated in the SOW as a Critical Implementation Milestone. C. Service Quality Service Levels and Standard of Performance i. Service Levels and Standards of Performance. Supplier shall perform the Services: a. so as to meet or exceed the performance standards designated as Service Levels applicable to the Services ordered under each SOW (the Service Levels ); and b. In accordance with the time schedules and delivery due dates specified in the applicable SOW; provided that if no schedule for performance is specified in a SOW, Supplier shall perform the Services in accordance with the schedules established by the Authorized User. For Services not covered by the Service Levels, Supplier shall perform at levels of accuracy, quality, completeness, timeliness, responsiveness and resource efficiency that are at least equal to the documented or otherwise verifiable levels received by the applicable Customers during the twelve (12) months prior to the initiation of Services and at levels that are equal to or higher than the accepted industry standards of leading providers of similar services. ii. Service Level Credits. Supplier recognizes that the Services to be performed at the specified Service Levels and that the Charges have been agreed to on that basis. As provided in the applicable SOW, if Supplier fails to meet any Service Level, then, in addition to other remedies available to the Authorized User, Supplier shall pay or credit to Authorized User the amounts provided under the SOW as payable upon such a failure ( Service Level Credits ) in recognition of the diminished value of the Services resulting from Supplier s failure to meet the agreed upon level of performance, and not as a penalty. Under no circumstances shall the imposition of Service Level Credits be construed as a sole or exclusive remedy for any failure to meet the Service Levels; provided, however, if the Authorized User recovers monetary damages from Supplier as a result of Supplier s failure to meet a Service Level, Supplier shall be entitled to set-off against such damages any Service Level Credits paid for the failure(s) giving rise to such recovery. Service Level Credits are not counted toward and are not subject to any overall cap on Supplier s liability and are in addition to Deliverable Credits. iii. Deliverable Credits. Supplier recognizes that the Charges are for the Services including completion of Implementation Milestones or other Deliverables by the time and in the manner set forth in the applicable SOW. If Supplier fails to meet its obligations with respect to Critical Deliverables or Implementation Milestones then, in addition to other remedies available to the Authorized User, Supplier shall pay or credit the Authorized User the Deliverable Credits specified in the SOW or established as part of a project or action plan approval process on a case-by-case basis in recognition of the diminished value of the Services resulting from Supplier s failure to meet the agreed-upon level of performance, and not as a penalty. Under no circumstances shall the imposition of Deliverable Credits be construed as a sole or exclusive remedy for any failure to meet the Critical Deliverable; provided, however, if the Authorized User recovers monetary damages from Supplier as a result of Supplier s failure to meet a Critical Deliverable, Supplier shall be entitled to set-off against such damages any Deliverable Credits paid for the failure(s) giving rise to such recovery. Deliverable Credits are not counted toward and are not subject to any overall cap on Supplier s liability and are in addition to Service Level Credits. Master Services Agreement Page 11 of 64

12 Contract No. VA TEMP, Master Services Agreement July 20, 2016 D. Additional Services i. Replacement Services. Supplier will provide the Services throughout the term of the applicable SOW(s) and shall not require any Authorized User to switch or migrate to any new, upgraded, or replacement for the Services unless in accordance with Section 11 (Change Control). ii. General. Consistent with Section 3.D.i (Additional Services, Replacement Services), and at its discretion, VITA may request that Supplier agree to a modification of Exhibit 2 (Description of Services) to include services, functions, responsibilities, activities, deliveries or tasks that are within the scope of the services, functions, responsibilities, activities, deliveries and tasks contemplated by the RFP but not then expressly included in Exhibit 2 (Description of Services) or modifications to such services, functions, responsibilities, activities, deliveries or tasks (such additions or modifications, Additional Services ). Upon any such request, Supplier shall promptly prepare a response for VITA, including a proper description of the Additional Services for inclusion in Exhibit 2 (Description of Services), together with the Charges, if any, corresponding to the Additional Services. Upon agreement by VITA and Supplier to the Additional Services and the Charges associated therewith, Supplier shall prepare a comprehensive outline of all necessary changes to the MSA for VITA s consideration. Upon agreement by VITA and Supplier, VITA shall prepare the modification document providing for the amendment of this MSA to include such Additional Services, for execution by VITA and Supplier. Upon such amendment of this MSA, such Additional Services shall be available for inclusion within existing SOWs by amendment by the Parties thereto or in future SOWs. If requested by an Authorized User, Supplier and such Authorized User shall amend the SOW(s) of such Authorized User to provide for such Additional Services. iii. Impact on Charges. While working with VITA on any modifications to this MSA for Additional Services pursuant to clause (ii) above, Supplier shall act reasonably and in good faith. If requested Additional Services involve materially different obligations on Supplier and require materially different levels of effort, resources or expense from Supplier, the increase or decrease in Charges with respect to such Additional Services shall be no less favorable to VITA than the pricing and rates then provided under this MSA for comparable or similar Services. If the Additional Services do not involve materially different obligations on Supplier and further do not require materially different levels of effort, resources or expense from Supplier, there shall be no increase or decrease in Charges with respect to such Additional Services. E. Resources. Except as otherwise expressly provided in a SOW, Supplier shall be responsible for all materials, software, equipment, services, facilities, personnel and other resources necessary to provide the Services thereunder. F. Supplier Excused Performance Supplier s failure to perform its obligations under a SOW (including meeting the Service Levels) shall be excused if and to the extent such Supplier non-performance is caused by: i. the wrongful or tortious actions of the Authorized User or Customer, or ii. the failure of the Authorized User to timely perform expressly specified obligations under the applicable SOW, but only if (a) Supplier expeditiously gives the Authorized User notice of such wrongful or tortious action or failure to perform (which notice shall describe in reasonable detail Supplier s inability to perform under such circumstances), (b) Supplier provides the Authorized User with every reasonable opportunity to correct such wrongful or tortious action or failure to perform and thereby avoid such Supplier non-performance, (c) Supplier identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such wrongful or tortious action or failure to Master Services Agreement Page 12 of 64

13 Contract No. VA TEMP, Master Services Agreement July 20, 2016 perform, (d) Supplier uses commercially reasonable efforts to perform notwithstanding such wrongful or tortious action or failure to perform, and (e) Supplier conducts a root cause analysis and thereby demonstrates that such wrongful or tortious action or failure to perform is the cause of Supplier s non-performance. Supplier acknowledges and agrees that the circumstances described in this Section 3.G (Supplier Excused Performance), together with Section 24.M (Force Majeure), are the only circumstances in which its failure to perform its obligations under a SOW (including meeting the Service Levels) shall be excused and that Supplier shall not assert any other act or omission of an Authorized User or Customer as excusing any such failure on Supplier s part. 4. TERM AND TERMINATION A. MSA Term This MSA is effective and legally binding as of the Effective Date and, unless terminated earlier as provided for in this Section 4 (Term and Termination), shall continue to be effective and legally binding for a period of five (5) years. VITA, in its sole discretion, may extend this MSA for up to two (2) additional one (1) year periods after the expiration of the initial five (5) year period. VITA will issue such a written notification to the Supplier stating the extension period not less than thirty (30) days prior to the expiration of any current term. B. SOW Term The term for each SOW shall be as set forth in such SOW and such SOW shall remain in force and effect until its expiration, unless terminated earlier as provided in this MSA and such SOW. Notwithstanding the foregoing, the term of any SOW shall not extend beyond the expiration of this MSA except for the provision of Transition-Out Services under such SOW as may be requested by the applicable Authorized User. VITA or other Authorized User that has executed a SOW may, at its sole option, extend the term of such SOW for up to two (2) successive periods of one (1) year each on the then applicable terms and conditions, including pricing, of such SOW. C. Termination for Convenience VITA may terminate this MSA or any SOW with respect to all or any portion of the Services for convenience and without cause at any time. Any other Authorized User may terminate its SOW(s) with respect to all or any portion of the Services thereunder for convenience and without cause at any time. If VITA or other Authorized User elects to terminate Services provided under a SOW on this basis, such Authorized User shall give Supplier at least sixty (60) days prior notice designating the termination date and such Authorized User shall pay to Supplier applicable Termination Charges, if any, calculated (and payable) in accordance with Exhibit 4 (Pricing and Financial Provisions) and the applicable SOW. D. Termination for Cause VITA shall have the right to terminate this MSA or any SOW, in whole or in part, and any other Authorized User shall have the right to terminate its SOW, in whole or in part, in the event that Supplier: i. performs in a manner or fails to perform so to give rise to a termination right under this Agreement, including: a. in connection with Implementation Services pursuant to Section 3.B.ix (Termination for Cause) or Section 9.D.x.c (Cure Period); b. in connection with the defined level of Service Level Credits associated with Licensed Services pursuant to Section 9.D.xiii.a (Service Levels and Remedies, Availability); Master Services Agreement Page 13 of 64

14 Contract No. VA TEMP, Master Services Agreement July 20, 2016 c. in connection with a change in Supplier s AUP pursuant to Section 9.D.xvii.b (Acceptable Use Policy); and d. in connection with the failure of a Deliverable to meet, in all material respects, applicable Requirements after the second set of Acceptance tests in accordance with Section 13.B (Acceptance, Deliverable Cure Period); ii. fails to meet or otherwise breaches or defaults with respect to any material obligation under the applicable SOW, which is not cured within fifteen (15) days after notice of such breach by the Authorized User; provided, however, if such breach or default is not susceptible to cure within fifteen (15) days no cure period shall be required; iii. commits numerous breaches of its duties or obligations that collectively constitute a material breach of the applicable SOW; iv. is found by a court of competent jurisdiction to be in violation of or to have violated 31 USC 1352; or v. Supplier becomes a party excluded from Federal Procurement and Nonprocurement Programs or otherwise debarred under state procurement Laws. VITA or the other Authorized User may exercise such right of termination by giving notice to Supplier of such termination, with respect to all or any part of the applicable Services as of a date specified in the notice of termination. Supplier shall not be entitled to any Termination Charges in connection with such a termination. A breach giving rise to a right of termination by VITA or another Authorized User under a SOW shall be deemed a breach giving rise to the right by VITA or such other Authorized User to terminate all SOWs of VITA or such other Authorized User, respectively. In addition, in the event of a default under any SOW giving rise to a right of termination under that SOW shall give rise to the right of VITA to terminate all SOWs then outstanding, in whole or in part. Supplier shall provide prompt written notice to VITA if Supplier is charged with violation of 31 USC 1352 or if federal debarment proceedings are instituted against Supplier. E. Termination for Non-Appropriation of Funds All payment obligations from public bodies under the Agreement are subject to the availability of legislative appropriations at the federal, state, or local level, for this purpose. In the event of nonappropriation of funds, irrespective of the source of funds, for the Services or other items under the Agreement, VITA may terminate the Agreement or any SOW, in whole or in part, and any other Authorized User may terminate its SOW, in whole or in part, for those Services for which funds have not been appropriated. Written notice will be provided to the Supplier as soon as possible after applicable legislative action (or inaction) is completed or known. F. Termination upon Supplier Change of Control In the event of a change in Control of Supplier (or that portion of Supplier providing all or any material portion of the Services under a SOW) or the entity that Controls Supplier (if any), where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) are acquired by any entity, or Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) is merged with or into another entity to form a new entity, then at any time within twelve (12) months after the last to occur of such events, the Authorized User may at its option terminate such SOW by giving Supplier at least ninety (90) days prior notice and Master Services Agreement Page 14 of 64

15 Contract No. VA TEMP, Master Services Agreement July 20, 2016 designating the date upon which such termination shall be effective. Supplier shall not be entitled to any Termination Charges in connection with such a termination. G. Bankruptcy If Supplier becomes insolvent, takes any step leading to its cessation as a going concern, fails to pay its debts as they become due, or ceases business operations continuously for longer than fifteen (15) business days, then VITA may immediately terminate this MSA and any or all SOWs, in whole or in part, and any other Authorized User may terminate its SOW(s), in whole or in part, on notice to Supplier unless Supplier immediately gives VITA or such Authorized User adequate assurance of the future performance of this MSA and all SOW(s). If bankruptcy proceedings are commenced with respect to Supplier, and if the Agreement has not otherwise terminated, then the Authorized User may suspend all further performance of its SOW(s) until Supplier assumes the Agreement and provides adequate assurance of performance thereof or rejects the Agreement pursuant to Section 365 of the Bankruptcy Code or any similar or successor provision, it being agreed and acknowledged by VITA and Supplier that each then existing SOW is an executory contract. Any such suspension of further performance by VITA or other Authorized User pending Supplier s assumption or rejection shall not be a breach of the Agreement, and shall not affect the rights of VITA or any Authorized User to pursue or enforce any of its rights under the Agreement or otherwise. H. Effect of Termination Upon any termination of a SOW by VITA or other applicable Authorized User, the Commonwealth, VITA and, if applicable, other Authorized User shall have no further or future liability under such SOW except for the responsibility of the applicable Authorized User for (i) Charges as specified in the applicable SOW, for Deliverables accepted by such Authorized User or Services rendered by Supplier and Accepted by such Authorized User prior to the effective date of termination, and (ii) Termination Charges, if and to the extent expressly applicable. If an Authorized User terminates a SOW in part, the Charges thereafter payable under such SOW shall be adjusted in accordance with the pricing methodology set forth in Exhibit 4 (Pricing and Financial Provisions) and in the applicable SOW, to reflect such partial termination, or if no such pricing methodology shall be applicable the Charges shall be reduced in proportion to the Services that are no longer being performed. In the event of a Termination by VITA or other Authorized User pursuant to Section 4.D (Termination for Cause), Supplier shall accept return of any Deliverable that was not Accepted by the Authorized User, and Supplier shall refund any monies paid by the applicable Authorized User for such Deliverable, and all costs of de-installation and return of Deliverables shall be borne by Supplier. I. Termination by Supplier Supplier shall have no right to terminate this MSA or any SOW. J. Transition-Out Services i. Services and Support. Prior to or upon expiration or termination of all or any part of any SOW or the Services thereunder and at the request of VITA or other applicable Authorized User, Supplier shall provide all assistance as VITA or such other Authorized User may reasonably request to transition the affected Services and other Supplier obligations (the Affected Services ) to such Authorized User or its designee ( Transition-Out Services ). This obligation may extend beyond originally scheduled or noticed expiration or termination of the applicable SOW for a period not to exceed eighteen (18) months and may include the following: Master Services Agreement Page 15 of 64

16 Contract No. VA TEMP, Master Services Agreement July 20, 2016 a. General Support. To the extent requested, Supplier shall (A) assist the Authorized User or its designee(s) in developing a written disengagement plan ( Transition-Out Plan ) to effect the disengagement, (B) perform programming and consulting services to assist in implementing the Transition-Out Plan, (C) train personnel designated by the Authorized User or its designee(s) in the use of any business processes, work instructions and work procedures and any equipment, software, systems, materials and tools used in connection with the performance of the Affected Services, (D) catalog all business processes, work instructions, work procedures, software, VITA Data, equipment, materials, third party contracts and tools used to provide the Affected Services, (E) provide machine readable and printed listings and associated documentation for Source Code for software owned by Authorized User or any other Customer and Source Code to which Authorized User or any other Customer is entitled under the applicable SOW and assist in its re-configuration, (F) provide technical documentation for Software used to provide the Affected Services, (G) assist in the execution of a parallel operation, data migration and testing process until the successful completion of the transition of the Affected Services to the Authorized User or its designee(s), (H) create and provide copies of the VITA Data related to the Affected Services in the format and on the media reasonably requested by the Authorized User and/or its designee(s), (I) provide a complete and up-to-date, electronic copy of the policy and procedures guide pursuant to Section 16.D.i (Policy and Procedures Guide; SMM, SOW Policy and Procedures Guide) and applicable business processes, work instructions and work procedures in the format and on the media reasonably requested by the Authorized User, and (J) provide other technical assistance requested by the Authorized User that is reasonably related to the disengagement with respect to the Affected Services. b. Continuation of Services. At the Authorized User s request, Supplier shall continue providing any or all of the Affected Services beyond their originally noticed removal, expiration or termination date. Supplier shall provide any such Affected Services subject to and in accordance with the then applicable terms and conditions of the SOW and shall pay Supplier the Charges specified in the SOW that the Authorized User would have been obligated to pay Supplier for such Affected Services if the SOW had not yet expired or been terminated or had the Affected Services not been removed. To the extent the Authorized User requests a portion of the Services included in a particular Charge, the amount to be paid by the applicable Authorized User shall be adjusted to reflect the portion of the Affected Services included in such Charge that Supplier shall not be providing or performing. c. Equipment. Except as otherwise set forth in the SOW or agreed by Authorized User in connection with Supplier s first utilization in performance of the Services, Authorized User shall have the right (but not the obligation) to purchase (itself or by its designee) any Equipment owned by Supplier that is fully dedicated to the performance of the Affected Services. Such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the completion of any Affected Services requiring such Equipment. Supplier shall maintain such Equipment through the date of transfer so as to be eligible for the applicable manufacturer s maintenance program at no additional charge to Authorized User or its designee(s). Supplier shall grant to Authorized User or its designee(s) a warranty of title and a warranty that such Equipment is free and clear of all liens and encumbrances. Such conveyance by Supplier to Authorized User or its designee(s) shall be at the lesser of Master Services Agreement Page 16 of 64

17 Contract No. VA TEMP, Master Services Agreement July 20, 2016 fair market value or net book value calculated in accordance with generally accepted accounting principles. At the Authorized User s request, the Authorized User and Supplier shall negotiate in good faith and agree upon the form and structure of the purchase. d. Return of Customer Property. Supplier shall return to Authorized User (or applicable Customer), any equipment or other property of Authorized User (or applicable Customer) if not previously returned, in condition at least as good as the condition when made available to Supplier, ordinary wear and tear excepted. e. Third Party Contracts. Supplier shall promptly provide to Customer a list of all subcontracts and third party contracts used to perform the Affected Services. Except as otherwise provided in the SOW or approved by the Authorized User in conjunction with the first use in performance of the Services, Supplier shall, at Authorized User s request, cause any such Subcontractors, Supplier Affiliates, or third party contractors to permit Authorized User or its designee(s) to assume prospectively any or all such subcontracts or third party contracts or to enter into new contracts with Customer or its designee(s) on substantially the same or more favorable terms and conditions, including price. Supplier shall so assign the designated contracts or cause such contracts to be assigned to the Authorized User or its designee(s) after the Services requiring such contracts are no longer being provided by Supplier. Unless otherwise previously agreed by Authorized User, there shall be no charge or fee imposed on Authorized User or its designee(s) for such assignment. Supplier shall (A) represent and warrant that it is not in default under such contracts and that all payments have been made under such contracts through the date of assignment, and (B) notify the Authorized User of any contractor s default with respect to such contracts of which it is aware at the time. For the avoidance of doubt, it is understood and agreed that, in all events, the Authorized User and Customers retain the right to contract directly with any third party utilized by Supplier, subcontractors or affiliates to perform any Services. f. SOW Closeout. Prior to the expiration or scheduled termination date for any SOW, Supplier may be provided contract close out documentation and shall complete, sign and return to VITA Supply Chain Management within thirty (30) days of receipt. This documentation may include: Patent/Royalty Certificate, Tangible Property/Asset Certificate, Escrow Certificate, Supplier Procurement and Subcontracting Monthly Reports Completion Certificate, SWaM Subcontracting Certification of Compliance documentation as described in Section 15 (Reporting and Fees from Supplier), Sales Reports/IFA Payments Completion Certificate, and Final Payment Certificate. Supplier is required to process these as requested to ensure completion of close-out administration and to maintain a positive performance reputation with the Commonwealth. Any closeout documentation not received within thirty (30) days of Supplier s receipt of the Commonwealth's request will be documented in the contract file as Supplier non-compliance. Supplier s non-compliance may affect any pending payments due the Supplier under the Agreement, including final payment, until the documentation is returned. All support provided under this Section 4.J (Transition-Out Services) shall be provided subject to and in accordance with the terms and conditions of the SOW, including Service Levels, as applicable. Master Services Agreement Page 17 of 64

18 Contract No. VA TEMP, Master Services Agreement July 20, 2016 ii. Charges Applicable. To the extent support is requested by the Authorized User under this Section 4.J (Transition-Out Services) Supplier shall provide all such Services at no additional Charge to Authorized User, unless Supplier demonstrates that the requested support (1) materially differs from the Services provided by Supplier under the applicable SOW, and (2) will require additional Supplier resources beyond those engaged in providing the Services under the applicable SOW. If additional Charges are applicable pursuant to the preceding sentence, such Charges for requested support must be consistent with the applicable pricing in Exhibit 4: Financial and Pricing Provisions, and approved in writing by Authorized User prior to commencing the requested support. 5. ORDERING OF SERVICES A. Non-Exclusivity Neither VITA nor any other Public Body is under any obligation to enter into any SOWs to purchase or acquire from Supplier any of Supplier s products or services. Use of the MSA is optional and non-exclusive, and all Public Bodies may, at their sole discretion, purchase, license or otherwise obtain from third party suppliers products and services or provide to themselves or to other Public Bodies that are the same or similar to, or in competition with, the products and services offered and provided by Supplier. Nor shall anything in the Agreement be construed or interpreted as limiting VITA s or any other Authorized User from increasing or decreasing Customer(s) demand for Services, including as a consequence of use of third party suppliers, and neither VITA nor any other Authorized User shall be obligated to pay Termination Charges in connection with any such increase or decrease not involving notice by VITA or such other Authorized User of termination in fact. B. Ordering Process. i. General. In the event VITA or another Public Body shall desire to order Services from Supplier, it shall request such Services through an order request placed with Supplier. Following receipt of any such order request, Supplier shall prepare a proposed SOW in substantially the form set forth in Attachment A (Statement of Work (SOW) Template) and conforming to the requirements provided in Section 5.C (Requirements Applicable to SOWs), including pricing as set forth in Exhibit 4 (Pricing and Financial Provisions). Supplier shall address such Public Body s concerns and work in good faith to finalize such SOW for execution by Supplier and such Public Body, upon which such Public Body will be the Authorized User under such executed SOW. ii. Use of eva. Supplier shall be registered and participate in eva and is required to accept any order placed by a Public Body through the eva electronic procurement website portal ( and respond to such order in accordance with Section 5.B.i (Ordering Process, General). eva is the Commonwealth of Virginia s e-procurement system. State agencies, as defined in of the Code of Virginia, shall order through eva. All other Public Bodies are encouraged to order through eva, but may order by other means, including the following: a. an official purchase order form issued by such Public Body; or b. any other order/payment such as wire or Automated Clearing House transfer or charge or credit card process, such as AMEX, MASTERCARD, or VISA under contract for use by such Public Body as specified in the Statement of Work. Master Services Agreement Page 18 of 64

19 Contract No. VA TEMP, Master Services Agreement July 20, 2016 iii. Notification of Orders. At VITA s request, Supplier shall promptly inform VITA of an order request for Services received from any Public Body, and, if further requested by VITA, shall submit to VITA copies of any proposed SOWs prepared by Supplier. iv. Compliance with VITA Rules. In addition to the foregoing, Supplier is required to conform to such VITA Rules as may be applicable from time to time to the ordering of Services by Public Bodies under this MSA. VITA expressly reserves the right, and Supplier agrees, that VITA Rules may from time to time include qualification requirements for eligibility of a Public Body to enter into a SOW with Supplier, which requirements may include express approval by VITA of the SOW prior to finalization by Supplier and execution with such Public Body. VITA will provide notice to Supplier of any such requirements included in VITA Rules. Failure of Supplier to comply with such VITA Rules shall render any SOW entered into by Supplier with a Public Body voidable by VITA. For the avoidance of doubt, for purposes of this Section 5.B.iv (Compliance with VITA Rules), the reference to VITA Rules in relation to the ordering of Services under this MSA shall refer to the relevant rules and policies of VITA rather than those of any other Public Body. v. Supplier Eligibility. Notwithstanding the foregoing, Supplier shall not accept any order from or execute an SOW with a Public Body if such order or SOW is to be funded, in whole or in part, by federal funds and if, at the time the order or SOW is placed, Supplier is not eligible to be the recipient of federal funds as may be noted on any of the Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs. C. Requirements Applicable to SOWs Each SOW shall be substantially in the form of Attachment A (Statement of Work (SOW) Template), and shall: i. reference this MSA and identify (a) that it is executed under this MSA, (b) that the terms of this MSA are incorporated into it, (c) any additional terms and conditions as shall be applicable to such SOW, subject to limitations of Section 24.S.i (Terms of MSA to Control; Order of Precedence, General); ii. identify the Authorized User (VITA or other Public Body) and certify compliance with all VITA Rules applicable to SOWs executed with Public Bodies other than VITA; iii. identify or describe Customers for whom the Services under the SOW shall be provided (although the Authorized User shall retain the right to designate additional Public Bodies as Customers under the SOW); iv. describe the Services, including any Deliverables, as well as any additional performance criteria (e.g., Service Levels, Critical Deliverables and Acceptance Criteria) to be performed and provided thereunder; v. contain the preliminary Implementation Plan and description of the Parties responsibilities with respect to Implementation Services and Activities, in accordance with Section 3.B (Implementation Activities and Deployment under SOWs).;. vi. Identify locations and other restrictions on where the Services shall be performed and VITA Data maintained and stored; vii. identify all Charges, which shall be as provided in Exhibit 4 (Pricing and Financial Provisions); and viii. include any other necessary or advisable terms. Master Services Agreement Page 19 of 64

20 Contract No. VA TEMP, Master Services Agreement July 20, 2016 SOWs are not binding on the Parties thereto until fully executed by authorized representatives of both Supplier and the Authorized User. Neither VITA nor any other Public Body shall be obligated to purchase or pay for any service or deliverable the provision of which is not governed by a fully executed SOW. Under no circumstances shall any Authorized User other than VITA have the authority to modify any provision of this MSA. Notwithstanding the foregoing, a SOW may contain additional terms and conditions; however, to the extent that the terms and conditions of a SOW conflict with or are inconsistent with the terms and conditions of this MSA (including Charges applicable), the provisions of Section 24.S (Terms of MSA to Control; Order of Precedence) shall apply. D. Ordering and Procurement Scope The use of SOWs under this MSA is limited to SOWs for the services described in Exhibit 2 (Description of Services), as such services may be modified or supplemented in accordance with Section 3.D (Additional Services). E. Miscellaneous Provisions Applicable to Orders and SOWs i. Maintenance Services. Except as otherwise provided in the applicable SOW, to the extent Exhibit 2 (Description of Services) allows for Supplier s provision of Equipment, an Authorized User may order Maintenance Services for any such Equipment at any time during the term of the SOW, irrespective of whether such Equipment is covered under warranty or maintenance at the time the order for Maintenance Services is issued to Supplier. Each order for Maintenance Services under an SOW shall identify: a. Equipment and, if applicable, serial number, for which Maintenance Services shall be provided, b. Maintenance Level to be provided, and c. The period during which Maintenance Services will be provided (the Maintenance Coverage Period or MCP ). The Authorized User may elect, at any time, another Maintenance Level offered by Supplier. Such amendment shall take effect within thirty (30) days following Supplier s receipt of such Authorized User s written notice, in the form of a modification to the applicable SOW. ii. Demonstration and/or Evaluation of Solution At the request of a Public Body (in connection with its consideration of entering into a SOW), Supplier shall perform a demonstration of its Solution at no charge at a mutually convenient, date, time and demonstration method. If a proposed Solution includes the provision of Software, the Supplier shall on a best effort basis make available to the Public Body the Software for evaluation purposes at no charge. The evaluation period will be determined by the complexity of testing but will be a period thirty (30) days, or longer if mutually agreed by the parties. 6. CHARGES; PAYMENT PROCEDURE A. Charges As full consideration for the Supplier s performance of the Services under a SOW, the Authorized User shall pay Supplier the Charges provided in Exhibit 4 (Pricing and Financial Provisions), which lists any and all Charges, as set forth in the applicable SOW. The Charges provided in Exhibit 4 (Pricing and Financial Provisions) and set forth in the SOW shall be applicable throughout the Master Services Agreement Page 20 of 64

21 Contract No. VA TEMP, Master Services Agreement July 20, 2016 term of such SOW, including any extension term pursuant to Section 4.B (SOW Term). Supplier may agree to Charges under a SOW that are more favorable to the Authorized User (e.g., discounted) than the pricing provided in Exhibit 4 (Pricing and Financial Provisions), but Charges applicable under a SOW shall not exceed the pricing provided in Exhibit 4 (Pricing and Financial Provisions). Supplier agrees to offer and implement price reductions to ensure compliance with Section 6.E (Competitive Pricing and Terms), which reductions will be reflected in appropriate updates to Exhibit 4 (Pricing and Financial Provisions) and incorporated into all outstanding SOWs. For the avoidance of doubt, Authorized Users shall be solely responsible for Charges under or associated with their respective SOW and in no event shall Customers (other than the Authorized User in its capacity as Authorized User) have any responsibility for Charges, and Supplier shall not seek to recover Charges or assert any responsibility for Charges against such Customers. B. Invoice Procedures Supplier shall remit each invoice to the bill-to address provided in the SOW promptly after all Supplier s performance obligations have been Accepted, as applicable, and in accordance with any applicable milestone or other payment schedule in the applicable SOW. Charges for Maintenance Services or other support services, as authorized in the SOW, shall be invoiced monthly in arrears unless otherwise expressly provided, or in the SOW. No invoice shall include any costs other than those identified in the executed SOW, which costs shall be in accordance with Exhibit 4 (Pricing and Financial Provisions). Without limiting the foregoing, all local, state, federal and other taxes and shipping costs are the Supplier s responsibility except to the extent such charges are identified in Exhibit 4 (Pricing and Financial Provisions), except (where warranted by special or unique circumstances) as may be otherwise provided in the applicable SOW. Invoices issued by the Supplier shall identify at a minimum: i. Dates/periods that invoice covers, including any Service periods, as applicable; ii. Line item description of the Deliverable(s), Equipment, Software, Services, Solution and Solution Components, Maintenance Services, and/or Licensed Services, as applicable to the SOW, including components thereof or service type, and, if applicable, any Milestone Deliverable(s); iii. Itemized accounting of the Charges, including quantity, charge and extended pricing for each line item, and of the applicable credits and adjustments, together with any other information or data necessary to support such Charges, credits, and adjustments; iv. With respect to any Services billed on an hourly or time and materials basis, the number of Supplier Personnel hours, identity of the Supplier Personnel performing such services, and corresponding Charges attributable to each such Supplier Personnel s performance of such Services; v. Applicable SOW date; vi. This MSA number and the applicable SOW number; vii. Supplier s Federal Employer Identification Number (FEIN); and viii. Any other information or data necessary to support such Charges, credits, and adjustment and such other information as may be requested by the Authorized User. Any improperly formatted invoices may be returned to Supplier by the Authorized User within thirty (30) days for correction and resubmission. Authorized User shall identify in reasonable detail the correction(s) required. Master Services Agreement Page 21 of 64

22 Contract No. VA TEMP, Master Services Agreement July 20, 2016 In accordance with Section 24.S.ii (Terms of MSA to Control; Order of Precedence, Variance from MSA or SOW Provisions), any terms included on Supplier s invoice shall have no force or effect and will in no way bind VITA or other Authorized User. C. Purchase Payment Terms Supplier is responsible for the accuracy of its billing information. Supplier agrees to not invoice under any SOW until all Supplier's applicable performance obligations have been Accepted and in accordance with the milestone payment schedule, if any, in the applicable SOW, or until after the applicable Services have been properly rendered. Supplier shall not invoice the Authorized User for any advance or concurrent charges or other amounts, and unless otherwise agreed by the Authorized User, Supplier shall invoice the Authorized User for Services chargeable on a time and material basis only after the applicable Services have been completed and approved by the Authorized User. The Authorized User will have no obligation to pay any Charges for Deliverables, Components or Services delivered and Accepted more than ninety (90) days prior to receipt of a valid invoice by the applicable Authorized User, and Supplier waives any right it may have to invoice or collect such Charges. The foregoing shall not limit the Authorized User s ability to claim refund for overpayments. Charges properly invoiced in accordance with the following and under the applicable SOW and not disputed by the Authorized User shall be payable within thirty (30) days after receipt by the Authorized User. The Authorized User will pay the Supplier all undisputed amounts set forth in invoices properly issued in accordance with this Section 6 (Charges; Payment Procedure), within thirty (30) days after receipt thereof, or as otherwise agreed to in the Authorized User s SOW. The Authorized User may, however, withhold payment of Charges otherwise due to Supplier under this Agreement to the extent that the Authorized User disputes such charges in good faith, pending resolution of the matter. In such case, the Authorized User will provide to Supplier a reasonably detailed written explanation of the basis for the dispute and will continue to make payments of undisputed amounts as otherwise provided in this Agreement. Such explanation should be provided by Authorized User as soon as practicable. Within thirty (30) days following the date the payment dispute is resolved with Supplier (or later due date, if applicable), the Authorized User will pay to Supplier the amount(s) so agreed to be payable. Should Supplier repeatedly over bill an Authorized User under a SOW, the Authorized User may assess a one percent (1%) charge for the amount over-billed for each month that such over-billing continues. D. Limitations on Reimbursed Expenses If and to the extent allowable pursuant to a SOW and subject to the provisions of Exhibit 4 (Pricing and Financial Provisions) to this MSA, the applicable Authorized User shall only be liable to pay for Supplier s reasonable and actual travel-related expenses, including transportation, meals, lodging and incidental expenses, that have been authorized by such Authorized User in advance and which such reimbursement shall be limited to the then-current per diem amounts as published by the Virginia Department of Accounts ( or a successor URL(s)). Authorized Users that are not Public Bodies subject to the foregoing may have their own per diem amounts applicable to Supplier's pre-approved travel expenses, as shall be provided in the SOW. All reimbursed expenses will be billed to the Authorized User on a pass-through basis without any markup by Supplier. At the Authorized User s request, Supplier shall provide copies of receipts for all travel expenses over US$ Master Services Agreement Page 22 of 64

23 Contract No. VA TEMP, Master Services Agreement July 20, 2016 E. Competitive Pricing and Terms Supplier warrants and agrees that each of the Charges and other economic or product terms or warranties granted applicable under each SOW are comparable to or better than the equivalent charge, economic or product term or warranty being offered to any other commercial or government customer of Supplier. If Supplier enters into any arrangements with another customer, including a Public Body, to provide products and services that are the same or equivalent to those available under the MSA and existing SOWs, under more favorable prices, than under this MSA and existing SOWs shall be deemed amended as of the date of such other arrangements to incorporate those more favorable prices and terms. Supplier shall immediately notify VITA and other Authorized Users of such change and shall promptly refund to Authorized Users the difference between the Charges under a SOW already paid by the Authorized User and the favorable price for the time period during which such favorable prices have been in effect. 7. SUPPLIER PERSONNEL A. Selection and Management of Supplier Personnel Supplier shall take such steps as may be necessary to ensure that all Supplier Personnel performing the Services are competent and knowledgeable of the contractual arrangements and the applicable SOW(s) between each Authorized User and Supplier. Supplier solely shall be responsible for the conduct of Supplier Personnel, including all acts and omissions of such Supplier Personnel, and shall ensure that such Supplier Personnel perform the Services in a manner that comply with VITA Rules, including for site security, information security and personnel conduct rules, as well as all applicable Laws, including export regulations. Any Authorized User reserves the right to require or for Customers to require the immediate removal from such Authorized User s or their Customers premises of any Supplier Personnel whom such Authorized User or other Customer believes has failed to comply with the above or whose conduct or behavior is unacceptable or unprofessional or results in an actual or threatened security or safety breach. B. Responsibility for Supplier Personnel Supervision and Responsibility Supplier acknowledges that Supplier or its agents, contractors, or subcontractors, is and shall be the employer of all Supplier Personnel, and shall have sole responsibility to supervise, counsel, discipline, review, evaluate, set the pay rates of, provide (to the extent required by Law) health care and other benefits for, and terminate the employment of Supplier Personnel. Neither VITA nor any other Authorized User or Customer shall have any such responsibilities for Supplier Personnel. Nothing in the Agreement shall operate or be construed as making VITA or any other Authorized User or Customer and Supplier partners, joint venturers, principals, joint employers, agents or employees of or with the other. No officer, director, employee, agent, Affiliate, contractor or subcontractor retained by Supplier to perform work on an Authorized User s behalf hereunder shall be deemed to be an officer, director, employee, agent, Affiliate, contractor or subcontractor of any Authorized User for any purpose. Neither VITA nor other Authorized User has the right, power, authority or duty to supervise or direct the activities of the Supplier Personnel or to compensate Supplier Personnel for any work performed by them pursuant to the Agreement. Supplier agrees that Supplier, and not VITA or any other Authorized User or Customer, is fully responsible for all acts and omissions of its employees, agents, and subcontractors, including their gross negligence, willful misconduct and/or fraud. Supplier shall also be solely responsible for obtaining and maintaining all requisite work permits, visas and any other documentation for Supplier Personnel. Master Services Agreement Page 23 of 64

24 Contract No. VA TEMP, Master Services Agreement July 20, 2016 C. Key Personnel and Project Managers Each SOW may designate certain Supplier Personnel as Key Personnel or Project Managers under such SOW. Supplier s obligations with respect to any such Key Personnel and Project Managers shall include the following, in addition to any specific requirements included in the applicable SOW: i. Supplier shall fill the positions specified as Key Personnel and Project Manager positions in the applicable SOW with Supplier Personnel approved by VITA or the other Authorized User. ii. Before assigning an individual to act as a Key Personnel or Project Manager, whether as an initial or subsequent assignment, Supplier shall notify the applicable Authorized User of the proposed assignment, introduce the individual to representatives of such Authorized User, permit the Authorized User representatives to interview the individual, and provide the such representatives with a resume and any other information about the individual reasonably as they may request. If such Authorized User in good faith objects to the proposed assignment, Supplier and such Authorized User shall attempt to resolve such concerns on a mutually agreeable basis. If such Parties are not able to resolve such concerns within five (5) business days, or as otherwise agreed, Supplier shall propose another individual of suitable ability and qualifications. iii. The Authorized User may from time to time change the positions designated as Key Personnel under the applicable SOW with Supplier s approval, which shall not be unreasonably withheld. iv. Unless otherwise specified in the applicable SOW, Supplier shall cause each of the Key Personnel to devote two (2) years to the provision of Services under such SOW and each Project Manager to remain assigned until completion of the applicable Project. Supplier shall not transfer, reassign or remove any of the Key Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability or death) or announce its intention to do so during the specified period without the Authorized User s prior approval, which the Authorized User may withhold in its reasonable discretion based on its own self-interest. In the event of the voluntary resignation, involuntary termination for cause, illness, disability or death of any of its Key Personnel during or after the specified period, Supplier shall (i) give the Authorized User as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain the applicable Authorized User s approval of a suitable replacement. In addition, unless and to the extent a Key Personnel position ceases to be so designated after a defined period, even after the minimum period specified above, Supplier shall not transfer, reassign or remove any of the Key Personnel unless and until Supplier has (1) given the Authorized User reasonable prior notice, (2) identified and obtained the Authorized User s approval of a suitable replacement at least thirty (30) days prior to the effective date of such transfer, reassignment or removal, (3) demonstrated to the Authorized User s reasonable satisfaction that such transfer, reassignment or removal shall not have an adverse impact on Supplier s performance of its obligations under this MSA or the applicable SOW, and (4) completed any and all necessary knowledge transfer between the departing Key Personnel and his or her Authorized User-approved replacement. Failure of Supplier to perform in accordance with such obligations respecting Key Personnel and Project Managers shall be deemed a default of the applicable SOW. D. Subcontractors i. Use of Subcontractors. Supplier shall not delegate any of its obligations under the Agreement or use subcontractors to perform its contractual obligations under the Agreement unless specifically authorized in writing to do so by the Authorized User. If a SOW is supported in whole or in part with federal funds, Supplier shall not subcontract to any subcontractor that is a party excluded from Federal Procurement and Nonprocurement Programs. In no event shall Supplier Master Services Agreement Page 24 of 64

25 Contract No. VA TEMP, Master Services Agreement July 20, 2016 subcontract to any subcontractor which is debarred by the Commonwealth or which owes back taxes to the Commonwealth and has not made arrangements with the Commonwealth for payment of such back taxes. ii. Supplier Responsibility. Notwithstanding the foregoing, if Supplier subcontracts the provision of any performance obligation under the Agreement to any other party, Supplier will (i) act as prime contractor and shall be the sole point of contact with regard to all obligations under the Agreement, and (ii) hereby represents and warrants that any authorized subcontractors shall perform in accordance with the terms, conditions, warranties and other obligations set forth in the Agreement. The terms of any subcontract must be consistent with the MSA and the applicable SOW(s), including with respect to: (i) confidentiality and intellectual property obligations; (ii) approval rights of VITA or other Authorized Users (which must apply directly to the subcontractor); and (iii) compliance with all applicable Laws and VITA Rules and directions. Notwithstanding the terms of the applicable subcontract, the approval of such subcontractor by VITA or other Authorized User, Supplier shall be and remain responsible and liable for any acts or omissions of any subcontractor or subcontractor personnel (including failure to perform in accordance with the Agreement or to comply with any duties or obligations imposed on Supplier under the Agreement) to the same extent as if such acts or omissions were committed by Supplier or Supplier employees. 8. SUPPLIER COOPERATION, INTEGRATED SERVICES PLATFORM; NEW TECHNOLOGY A. Supplier Cooperation Supplier shall fully cooperate with and work in good faith with VITA and other Authorized User(s), Customers and their third party suppliers as described in the Agreement or requested by VITA or other Authorized User and at no additional charge. Such cooperation may include: (i) timely providing physical access and electronic access to business processes and associated equipment, materials and/or systems to the extent necessary and appropriate for the Customers or their third party suppliers to perform the work required of or assigned to them; (ii) timely providing written requirements, standards, policies or other documentation for the business processes and associated equipment, materials or systems procured, operated, supported or used by Supplier in connection with the Services; (iii) timely providing access to VITA Data to the Customers and/or their third party suppliers; (iv) timely providing cooperation and assistance in accordance with Section 4.J (Transition-Out Services) to facilitate the orderly transfer of terminated Services from Supplier to the Customers and/or their third party suppliers and ensuring that there is no degradation in the performance of the Services caused by the adjustments made by Supplier during and following such transfer of Services; (v) establishing procedures and other arrangements with third party suppliers of the Customers to ensure continuity of seamless service (including the Services) to the Customers and (vi) any other cooperation or assistance reasonably necessary for the Customers and/or their third party suppliers to perform their operations and activities. In connection with the foregoing, Customers and third party suppliers shall comply with Supplier s reasonable security and confidentiality requirements, and shall, to the extent performing work on materials, equipment or systems for which Supplier has operational responsibility, comply with Supplier s reasonable standards, methodologies, and procedures. B. VITA Integrated Services Platform VITA is establishing and is building a multi-provider, integrated services platform (the Integrated Services Platform ) for the delivery of certain IT services to VITA and other Customers within the IT environments supported by VITA (collectively, the Managed Environment ), as may be further described in Exhibit 1 (Integrated Services Platform) and by notice from VITA to Supplier from time to time. The Integrated Services Platform is made up of various services provided by various Master Services Agreement Page 25 of 64

26 Contract No. VA TEMP, Master Services Agreement July 20, 2016 service providers, including the Services under VITA executed SOWs and Supplier (each such service provider, an Integrated Services Provider ). The Managed Environment requires coordination, cooperation and integration among the service providers and other participants, including parties that otherwise may view themselves as competitors, in order to work together toward the common goal of uninterrupted, high quality services to VITA and the other Customers. In this regard, Integrated Services Providers must perform their respective obligations, including delivery of the services for which they are responsible, and in connection therewith, interact and cooperate with each other within the Managed Environment in a manner that, as a foremost guiding principle, first considers the best interests of VITA and the other Customers. In connection with Supplier s role as an Integrated Services Provider, Supplier acknowledges and agrees to the following: i. In performing its obligations under the VITA SOWs, Supplier shall fully cooperate with and work in good faith with VITA, the other Customers and the other Integrated Service Providers (including any third party services integrator that VITA may engage from time to time) as an Integrated Services Provider to support and promote the operation and objectives of the Integrated Services Platform. ii. As part of the Integrated Services Platform, VITA anticipates developing a Service Management Manual (the Service Management Manual or "SMM") which shall serve as a common document shared (as applicable) among the Integrated Service Providers (including Supplier) providing descriptions of the Managed Environment and the performance by each Integrated Service Provider of its respective obligations to VITA and the other Customers in coordination and cooperation with the Customers and other Integrated Service Providers, as applicable. iii. If requested by VITA, enter into a mutually agreed joint governance and issue resolution document, including operating level agreements, between and among Supplier, other Integrated Service Providers, and, as may be requested by VITA, Customers. C. Authorized User Self-sufficiency Prior to or at any time during Supplier's performance under a SOW, the Authorized User may require that Supplier provide a detailed plan to develop Customer self-sufficiency and to transition operation and management of the Services and Solution to the respective Authorized User, other Customer or their Agent, which Agent may be VITA, an agent of VITA, or a third party supplier. At the Authorized User's request, Supplier shall provide all assistance reasonably required by the Authorized User to develop self-sufficiency in operating and managing the Solution, Software, Equipment and/or Services, including Licensed Services, performed or provided or to be performed or provided by Supplier under the applicable SOW. During and/or after any period of performing Transition-Out Services, the Authorized User may, at its sole discretion, elect to continue Maintenance Services from Supplier to the extent provided or available under the Agreement, for any of the Software or Equipment, or other Components. 9. PROVISIONS APPLICABLE TO SOFTWARE LICENSES AND LICENSED SERVICES UNDER SOWS A. License Grant To the extent the Services involve the licensing of Software, if the applicable Authorized User or Customer(s) (i) is a state agency, board, commission, or other quasi-political entity of the Commonwealth or other body referenced in the Code of Virginia, the applicable license shall be held by the Commonwealth; (ii) is a locality, municipality, school, school system, college, university, local board, local commission, or local quasi-political entity, the applicable license shall be held by that public body; (iii) is a private institution of higher education which is listed at: the applicable license shall be held by that Master Services Agreement Page 26 of 64

27 Contract No. VA TEMP, Master Services Agreement July 20, 2016 private institution; or (iv) is a non-commonwealth Public Body, the applicable license shall be held by that Public Body. Software licensed by Supplier. With respect to all Software licensed under a SOW by Supplier, Supplier grants to the Commonwealth and all Customers a fully paid, perpetual, worldwide, nonexclusive, transferable, irrevocable right to use, and distribute the Software and Documentation including any subsequent revisions, in accordance with the terms and conditions set forth herein and subject only to the limitations and/or restrictions explicitly set forth in the Agreement. It is expressly understood that license rights shall commence upon delivery of access to the Software to the applicable Customer and shall exist unless otherwise terminated in accordance with the applicable provisions of the Agreement. No title or ownership of the Software or any of its parts, including Documentation, shall transfer to the Commonwealth or any Customer. The Commonwealth and all Customers shall have the right to use, and distribute the Software for their benefit, for government use and purposes, and for the benefit of their Agents, including internal and third-party information processing. The Commonwealth and any Customer may allow access to the Software by third party suppliers who are under contract with a Customer to provide services to or on behalf of such Customer, or by other entities as required for conducting the business of government. Access includes loading or executing the Software on behalf of such Customers and their Agents. The license fee includes a test system copy, which consists of the right to use the Software for non-production test purposes, including problem/defect identification, remediation, and resolution, debugging, new version evaluation, Software interface testing, and disaster recovery technique analysis and implementation. A Customer may add its own copyright or other proprietary notice, or copyright or other proprietary notice of the Commonwealth, to any copy of the Software or Documentation, which contains modifications to which the Commonwealth or such Customer has ownership rights pursuant to the Agreement. Except as expressly authorized, a Customer shall not distribute the Software to any third party without Supplier s prior written consent. Except as provided or allowed by Law, no Party shall reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any software or other intellectual property of any other Party. Master Services Agreement Page 27 of 64

28 Contract No. VA TEMP, Master Services Agreement July 20, 2016 B. Software licensed by Software Publisher. Any Software provided by Supplier as part of its Solution, that is licensed directly from the Software Publisher through an End User Licensing Agreement (EULA) shall be subject to: (i) the agreed upon EULA between VITA and the respective Software Publisher and attached hereto as Attachment C (Licenses and Terms of Service), or (ii), if no corresponding EULA has been agreed upon, to the License Agreement Addendum (LAA) attached hereto as Attachment E (License Agreement Addendum), for each Software Publisher. Supplier shall have sole responsibility for ensuring that each Software Publisher applicable under the SOW executes the LAA. Each Software Publisher's EULA, along with the respective LAA executed by Software Publisher shall be added to Attachment E (License Agreement Addendum) for reference, but shall not become a part of the Agreement. Reserved C. No Subsequent, Unilateral Modification of Terms by Supplier ( Shrink Wrap ) Notwithstanding any other provision or other unilateral license terms which may be issued by Supplier (including a Software Publisher) after the Effective Date of this MSA, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a SOW, the components of which are licensed under the Agreement, and further notwithstanding the fact that such other terms may be affixed to or accompany Software upon delivery ( shrink wrap ), the licensing terms and conditions set forth herein (including, as applicable, the appropriate EULA) shall supersede and govern licensing and delivery of all Software hereunder. D. Licensed Services This Section 9.D (Licensed Services) provides additional terms and conditions applicable to the Services identified in the applicable SOW as Software as a Service or Licensed Services. These terms and conditions supplement the provisions of this MSA with respect to Supplier s provision of such Application and Licensed Services under such applicable SOW, and shall, to the extent inconsistent with any provision of this MSA, control with respect to the Licensed Services. i. Definitions. For purposes of this Section 9.D (Licensed Services), the following terms have the following meaning: a. Application. The term Application means software programs in object code and other related data, including intellectual data, proprietary information and Documentation contained and applicable to Licensed Services hosted and supported by Supplier as described in Attachment C (Terms of Service), including any Updates, enhancements, and replacements to the Application. b. Application Users means, unless otherwise specified in the applicable SOW, Users of each Customer, including employees, independent contractors engaged by a Customer, or entities contracting with such Customer for services, as well as customers, suppliers, members of the general public, and other entities with whom a Customer may find it necessary or desirable to process or communicate electronically in pursuit of its business or operations. In the event that the Customer is a private institution of higher education which is listed at: Application Users may include students of that private institution. Master Services Agreement Page 28 of 64

29 Contract No. VA TEMP, Master Services Agreement July 20, 2016 c. Content means any data, including the selection, arrangement and organization of such data, entered, uploaded to the Application, or otherwise provided to Supplier by a Customer or by any Application User, and any software and related documentation, from whatever source, provided by a Customer or Application User to Supplier in connection with the applicable SOW. Content shall constitute VITA Data. d. Licensed Services means the operation of the Application and the necessary operating system software, hardware and utilities on Supplier s host computer system, furnishing Supplier Product to Application Users, storing Content and making the Application, Content, and Supplier Product Available to Application User(s) via the Web Site, as more fully described in the applicable SOW. e. Supplier Product means Supplier s proprietary reports, information and data made Available to Customers and Application Users as part of the Licensed Services. f. Web Site means the Internet site operated by Supplier to provide access to the Application, with the Uniform Resource Locator (URL) specified in the applicable SOW (or any successor URL(s)). ii. Scalability. VITA or the other Authorized User may make a written request to increase or decrease the scope (e.g., number of USERIDs) of Licensed Services ( Revised Usage ) under the applicable SOW. The Revised Usage shall be effective not more than one (1) business hour following the request. Charges for the Revised Usage of Licensed Services shall be calculated as provided in Exhibit 4 (Pricing and Financial Provisions), as provided in the SOW and shall be prorated on a daily basis for the remaining portion of the current monthly billing period. For purposes of this provision, a written notice may include an or the use of a Supplierprovided provisioning website by an Authorized User s designated administrator(s). iii. Description of Licensed Services. During the term of the applicable SOW, Supplier shall host the Application on servers owned, operated, housed, and maintained by Supplier and shall make the Application Available to the Application Users through the Internet. Supplier shall acquire any and all license rights in the Application necessary and appropriate for Supplier to provide the Licensed Services for all Customers. Supplier hereby grants each Authorized User and its Customers and Application Users a non-exclusive, transferable, worldwide license to access and use by any method the Application during the term of the applicable SOW, including any period of provision of Transition-Out Services and, as applicable, any longer period provided under the applicable Terms of Service ( ToS ) applicable to a Subcontractor s provisions of Applicatin Services as described in paragraph (iv)(c) of this Section 9(D). The license fee for the rights shall be as set forth in Exhibit 4 (Pricing and Financial Provisions), as provided in the SOW and shall apply regardless of access mode. If the applicable Authorized User or Customer(s) is a state agency, board, commission, or other quasi-political entity of the Commonwealth or other body referenced in the Code of Virginia, such license shall be held by the Commonwealth. If the applicable Authorized User or Customer(s) is a locality, municipality, school, school system, college, university, local board, local commission, or local quasi-political entity, such license shall be held by that public body. If the applicable Authorized User or Customer(s) is a private institution of higher education which is listed at: such license shall be held by that private institution. If the applicable Authorized User or Customer is a non-commonwealth Public Body, such license shall be held by that Public Body. Master Services Agreement Page 29 of 64

30 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Notwithstanding any other provision or other unilateral license terms which may be issued by Supplier after the Effective Date of this MSA, and irrespective of whether any such provisions have been proposed prior to or after the issuance of the SOW providing for Licensed Services, including access to the Application, or the fact that such other agreement may be presented to an Authorized User, Customer or its Application Users at the time of accessing the Application(s) ( click wrap ), the terms and conditions set forth in this provision (including ToS provisions, as applicable) shall supersede and govern licensing and use of all Licensed Services. iv. Supplier Responsibilities a. Standard Application Responsibilities. Unless otherwise indicated in the SOW, Supplier shall acquire and maintain, at no additional charge, all hardware and software required to host the Application. The hardware and software on which the Application(s) is hosted will be maintained in good operating condition, consistent with or exceeding generally accepted industry practices and procedures and sufficient to meet the Service Levels. In addition: 1. Supplier shall maintain sufficient hardware capacity to satisfy the technical requirements and the bandwidth and required storage capacity indicated in the applicable SOW. 2. Supplier shall be responsible for all telecommunication connections from the server hosting the Application(s) to the Internet. 3. Supplier may collect user-specific data only as necessary to provide the Licensed Services ordered by an Authorized User. No information regarding any Authorized User or any Application User shall be disclosed, provided, rented or sold to any third party for any reason unless required by Law. This obligation shall extend beyond the term of the applicable SOW. 4. The Application will be made Available to the Customers and Application Users, as specified in the applicable SOW, twenty-four (24) hours a day, seven (7) days a week ( Uptime ) less Excusable Downtime. For the purposes of this Agreement, Excusable Downtime is defined as that period of time when the Licensed Services are not Available to the applicable Customer or its Application Users due to scheduled network, hardware or service maintenance and/or upgrades. Except in cases of emergency, the Authorized User and Customers shall be provided a two (2) business day advance notification of such maintenance and/or upgrade. In cases of emergency, Supplier will use its best efforts to notify the Authorized User and Customers of a planned Downtime as soon as practicable. Subject to requirements specified in the applicable SOW, maintenance or upgrades are not to exceed thirty-six (36) hours in duration in a single month and cannot occur Monday through Friday, between the hours of 6:00 a.m. and 8:00 p.m. Eastern Time. 5. Excusable Downtime shall not include (i) an electronic hardware failure, (ii) a failure in the Application, (iii) an electric utility failure at the Supplier Facility(ies) where the Application is hosted, or (iv) a network failure up to, but not including, the interconnection point of Supplier s network to the public switched telephone network. Master Services Agreement Page 30 of 64

31 Contract No. VA TEMP, Master Services Agreement July 20, Except where other commitment is specified in the applicable SOW, Supplier guarantees the Application will be Available for use at least ninety-nine percent (99.9%) of the total time during each month, excluding Excusable Downtime. 7. If non-excusable Downtime exceeds the parameters listed above, Supplier will credit to Authorized User the appropriate Service Credits that would otherwise be owed by Authorized User under the applicable SOW during the month of such failure. 8. Supplier shall notify the applicable Authorized User and Customers in writing within five (5) Business Days of learning of any (i) planned change(s) or Update(s) to the Application(s), its functionality, Content storage/ backup/disaster recovery, including physical location, security architecture, features or settings, and any terminations and/or replacement of any Subcontractor or (ii) planned changes or Updates include any change(s) that would potentially impact the secure and efficient use of the Application(s). The purpose of this notice is to allow sufficient time for Supplier and the applicable Authorized User to discuss any technical/functional considerations and/or changes that would require action by VITA or such other Authorized User. 9. Supplier shall document and maintain any customizations made by Supplier for operational use of the Application and/or for interoperability use with other systems or applications used by any Customer. Unless otherwise specified, the associated technical data, code, documentation and other necessary information about such customizations shall be provided by Supplier to such Customer within ten (10) business days of the customizations operational use. 10. As requested by VITA or other Authorized User, Suppler shall support transfer knowledge regarding the Application and Licensed Services, including Updates and all material changes, to all Customers in a reasonable manner to ensure proper and efficient use of the Application) and Licensed Services without degrading performance thereof. In addition, and at no additional cost to the Authorized User, Supplier shall provide access to additional Updates, features, and functionalities of the Application as are provided by Supplier to other customers of Supplier who require functionality similar to that of the Application provided to Customers. All such additional features and functionality, where reasonably necessary, shall be accompanied by updated Documentation, whether in hard copy format or distributed electronically via or the Web Site. Notwithstanding the provisions of this Section and except as agreed to in writing by the Authorized User and Supplier, Supplier shall not be obliged to undertake any modifications to the Application, and all modifications are at Supplier s discretion whether suggested by an Authorized User, a Customer or another party; provided, however, Supplier agrees to be reasonable in its decision on whether to undertake such a modification. b. Ancillary Responsibilities. Supplier shall, throughout the term of the applicable SOW, make Available such resources, including Supplier Personnel, as are reasonably required to: (i) train designated Authorized User and Customer personnel in the use of the Application; (ii) develop modifications to the Application as agreed by in any SOW or otherwise in accordance with Section 9.D.iv.a.9 above; and (iii) otherwise support the Application as provided under the applicable SOW. Master Services Agreement Page 31 of 64

32 Contract No. VA TEMP, Master Services Agreement July 20, 2016 c. Subcontractors. It is understood that Supplier may utilize subcontractors to provide integral components of the Licensed Services and Application(s); however, except for those so identified to and approved in the SOW, Supplier shall not use new or replacement subcontractors to perform or provide integral components of the Licensed Services or Application(s) during term of the SOW, including any period of performance of Transition-Out Services, without advance written notification to and approval by the Authorized User. Any terms of service, including any conditions, restrictions, limitations, or other provisions relating to Application Services provided by a Subcontractor shall not apply to or be binding upon any Authorized User or Customer unless agreed to in advance by VITA and memorialized in a written ToS and attached hereto as Attachment C (Licenses and Terms of Service). Supplier is responsible for the performance of its subcontractors used in providing any portion of the Licensed Services or Application. Additionally, Supplier is responsible for its subcontractors compliance with the terms and conditions of the Agreement. v. Subcontractor Exclusion or Debarment. In accordance with Section 7.D.i (Subcontractors, Use of Subcontractors), if the applicable SOW is supported in whole or in part with federal funds, Supplier shall not subcontract any Services pursuant to such SOW to any subcontractor that is a party excluded from Federal Procurement and Nonprocurement Programs. In no event shall Supplier subcontract with any subcontractor which is debarred by the Commonwealth of Virginia or which owes back taxes to the Commonwealth and has not made arrangements with the Commonwealth for payment of such back taxes. vi. Authorized User Responsibilities. Unless otherwise agreed in the applicable SOW and as applicable, Authorized User, Customer or their Agent(s), or Application User(s), will be responsible for input of Content into the Application and for keeping said Content current and accurate. Supplier will have no responsibility for assisting Authorized User in creating, modifying or inputting the Content, unless specified in the applicable SOW. If Supplier issues unique USERIDs and passwords to an Application User: a. Authorized User (and Customers) shall protect said passwords and will fully cooperate with law enforcement authorities in the detection and prosecution of illegal activity related to unauthorized use of the Licensed Services. b. Authorized User shall have the right to add, change access for, or delete USERIDs at its sole discretion. Authorized User shall designate Administrators who will be authorized to add, change access for or delete USERIDs on behalf of Customers. c. As applicable under a SOW, upon notification by the Authorized User or a Customer Administrator of an Application User s deletion, Supplier shall remove said Application User from its server within one (1) hour of receipt of such notification. vii. Content Privacy and Security. Supplier shall provide a secure environment for Content and any hardware and software, including servers, network and data components provided by Supplier as part of its performance under the Agreement. Supplier shall provide a secure environment for Content and any hardware and software in accordance with VITA Rules, including for any SOW for which VITA is the Authorized User, including Security Standards located at: or successor URL(s) in order to prevent unauthorized access to and use or modification of, and to protect, the Application and Content. Supplier agrees that all Content is intended solely for the business of the Authorized Master Services Agreement Page 32 of 64

33 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Users and Customers and is considered private data. Therefore, Supplier shall, at a minimum, implement the following procedures designed to protect the privacy and security of Content: a. User identification and access controls designed to limit access to Content to Application Users. b. External connections to the World Wide Web which will have appropriate security controls including industry standard intrusion detection and countermeasures that will detect and terminate any unauthorized activity prior to entering the firewall maintained by Supplier. c. Industry standard firewalls regulating all data entering Supplier s internal data network from any external source which will enforce secure connections between internal and external systems and will permit only specific types of data to pass through. d. Industry standard encryption techniques which will be used when Content is transmitted by Supplier on behalf of Customers and Application Users. e. Physical security measures, including securing all Content on a secure server(s), in locked data cabinets within a secure facility located within the United States. Access to facilities housing the Application and Content restricted to only allow access to Supplier Personnel who have a need to access in connection with operation and support of the Application. f. A backup of Content, for an orderly and timely recovery in the event that the Licensed Services may be interrupted. Unless otherwise described in the applicable SOW, Supplier shall maintain a backup of Content that can be recovered within two (2) hours of the time of interruption at any point in time. Additionally, Content shall be stored no less than daily, at in such facility(s) and locations maintaining the security of Content and meeting the security requirements applicable under the Agreement. g. Supplier agrees to maintain all metadata associated with any original Content submitted into the Application for easy retrieval and access within two (2) hours at any point in time. h. Supplier agrees to partition, in aggregate for the Agreement, all Content in such a manner that it will not be impacted or forfeited due to E-discovery, search and seizure or other actions by third parties obtaining or attempting to obtain records, information or Content for reasons or activities that are not directly related to the business or operations of the Authorized User. i. Supplier agrees to maintain and follow a disaster recovery plan designed to maintain Application User access to the Application and Licensed Services, and to prevent the unintended destruction or loss of Content; and which plan, unless otherwise specified herein, shall provide for daily back-up of Content and archival of such Content at a secure facility located within the United States. The disaster recovery plan shall provide for and be followed by Supplier such that in no event shall the Application, Licensed Services, Supplier Product and/or Content be not Available to any Application User for a period in excess of twenty-four (24) hours. j. Supplier agrees Supplier will retain Authorized Users and Customers Content for the full term of the applicable SOW, including any period of performance of Transition-Out Services. Master Services Agreement Page 33 of 64

34 Contract No. VA TEMP, Master Services Agreement July 20, 2016 k. Supplier, and through Supplier Personnel, shall immediately notify all Authorized Users of any degradation, potential breach or breach of Content and Application privacy or security in any systems supporting the Licensed Services. Supplier shall provide the Authorized User and its designees the opportunity to participate in the investigation of the reported situation and to exercise control over reporting the unauthorized disclosure, to the extent permitted by Law. l. Supplier shall notify all Authorized Users in writing thirty (30) days prior to its intention to replace or add any third-party that will be provided access to Content whether that access is provided by Supplier or Supplier s subcontractors. Authorized User may reject any additional or new third parties who may be provided access to Content. m. Supplier shall, at all times, remain compliant with the privacy and security requirements mandated by Law and VITA Rules. n. Supplier shall ensure performance of a SSAE 16 Type II audit at least once annually of all Suppliers Facility(s) associated with the Licensed Services. Upon request from the Authorized User (not more than once annually), Supplier shall provide the Authorized User with a copy of Supplier s final SSAE 16 Type II audit report. Supplier shall also assist the Authorized User in obtaining the current SSAE 16 Type II audit report from any third-party providing services to Supplier, if said third-party services involve the processing or storage of Content. o. Supplier s failure to comply with the provisions in items (a) through (n) shall constitute a material breach of the applicable SOW(s). p. Within fifteen (15) business days after the expiration or termination of the applicable SOW including any period of performance of Transition-Out Services, Supplier shall confirm in writing to the applicable Authorized User and VITA that all Content has been removed from all Systems where Content resided during performance of such SOW in a manner that complies with and/or exceeds VITA Rules, including for any Authorized User that is a Commonwealth entity, the Commonwealth Data Removal standard located at the following URL: ovalcovdataelectmediastandardsec51404.pdf or successor URL(s). The written confirmation shall include (i) sufficient detail describing the processes and procedures used in removing the Content, (ii) information about the locations of where it was removed from within the Application and storage and other locations, and (ii) the date the removals were performed. All metadata, in its original form, shall be returned to the respective Authorized User(s) and Customer(s). q. Authorized Users shall notify Supplier of any degradation, potential breach, or breach of the Content and Application privacy or security as soon as possible after discovery. Authorized Users further agree to provide Supplier the opportunity to participate in the investigation of the reported situation. r. Regular training for Supplier Personnel regarding the security and data recovery programs referenced in this provision. s. Regular testing of the systems and procedures outlined in this provision; and Master Services Agreement Page 34 of 64

35 Contract No. VA TEMP, Master Services Agreement July 20, 2016 t. Audit controls that record and monitor Application and Licensed Services activity continuously. viii. Proprietary Rights. a. Supplier s Proprietary Rights. Except as otherwise stated herein, the Licensed Services (including, the Application and Updates, and Supplier Product, except to the extent that Supplier Product contains Content) and Documentation are the sole and exclusive property of Supplier and its licensors. All modifications, enhancements, Updates, and translations of the Licensed Services shall be deemed a part thereof. b. Authorized User and Customer Requirements and License Restrictions. Except as otherwise provided in the SOW or as provided by Law: 1. The Authorized User and Customers shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any of the software comprising or in any way making up a part of the Application; 2. The Authorized User and Customers shall not directly or indirectly copy or reproduce all or any part of the Application, whether electronically, mechanically or otherwise, in any form including the copying of presentation, style or organization, without prior written permission from Supplier; provided, however, an Authorized User or Customer may reproduce and distribute any Application output generated from Content, and an Application User or Customer may reproduce and distribute any Application output generated pursuant to the permissions set forth in the applicable SOW; 3. The Authorized User and Customers shall not rent, lease, sublicense, resell for profit, loan, distribute, network or modify the Application or Supplier Product or any component thereof, provided as part of the Licensed Services, except as otherwise authorized by Supplier. However, the Authorized User and Customers may reproduce and distribute any Application output (e.g., reports) generated using the Application, and Customers and Application Users may reproduce and distribute any reports or output generated using the Application; 4. The Authorized User and Customers shall only use the Application and Supplier Product in the normal course of business, in connection with, and as part of, the Licensed Services; 5. The Authorized User and Customers shall not attempt to gain unauthorized access to the Application or Licensed Services, other user accounts, computer systems or networks connected to the Licensed Services; 6. The Authorized User and Customers shall not remove, obscure or alter Supplier s proprietary notices, disclaimers, trademarks, or other proprietary rights notices of any kind affixed or contained in the Application or Licensed Services or any written or electronic report, output or result generated in connection with the Licensed Services; Master Services Agreement Page 35 of 64

36 Contract No. VA TEMP, Master Services Agreement July 20, The Authorized User and Customers shall take reasonable care not to, and shall not intentionally or knowingly, use the Application to post, transmit, distribute, store or destroy any information: (i) in violation of any applicable Law; (ii) in a manner that shall infringe the intellectual property rights of others; (iii) that is defamatory or trade libelous, or (iv) that contains any Computer Viruses; 8. The Authorized User and Customers shall not use the Application or Licensed Services for any illegal, obscene, offensive or immoral purpose. c. Authorized User and Customer Proprietary Rights. Except as otherwise stated herein and with the exception of any applicable third-party rights, Content and any customizations made for Authorized User s (and its Customers ) operation of the Application or for interoperability with other Authorized User s (and its Customers ) systems or applications, are and shall remain the sole and exclusive property of Authorized User, including all applicable rights to patents, copyrights, trademarks, trade secrets or other proprietary property rights thereto. Additionally, all right, title and interest in and to any Content or customizations relating to Authorized User s (and its Customers ) business shall remain the property of Authorized User (or its Customer(s), as applicable), whether or not supplied to Supplier or uploaded into the Application. Nothing in this Agreement shall be construed as conveying any rights or interest in Content or customizations to Supplier. Upon termination of a SOW including any period of performance of Transition-Out Services, Supplier agrees to ensure access to the Content by the applicable Authorized User or Customers and to facilitate the download or other transfer of such Content as such Customers may require. ix. Licensed Services Transition-Out Assistance. Upon execution of a SOW, Supplier and the Authorized User will develop a transition-out plan ( Licensed Services Transition-Out Plan ) detailing each Party s respective tasks for the orderly transition and migration of (i) all Content stored by Supplier pursuant to such SOW to Authorized User s (or applicable Customer s) archive and/or to a system or application maintained by the Authorized User (or Customer) or a third party application service provider designated by Authorized User, (ii) the Application and Licensed Services to Authorized User or a third party service provider when such transition and migration occurs upon any termination or expiration of the Licensed Services. The activities encompassed by the Licensed Services Transition-Out Plan shall be part of and supplemental to the Transition-Out Services applicable under Section 4.J (Transition-Out Services). At a minimum, the Licensed Services Transition-Out Plan (which may be incorporated into the SOW) shall detail that upon expiration or termination of the applicable Licensed Services for any reason, Supplier will provide access to all Content to the Authorized User or Customer(s) or designee(s) in a format accessible without the use of the Application and, as may be required by the Authorized User, continue to provide Licensed Services (including Availability of the Application) in order to facilitate Authorized User s and Customers stand-up of successor arrangement(s), including transition to a new service provider, as contemplated in Section 4.J.i.b (Continuation of Services). Supplier shall also provide such reasonable assistance as may be requested by Authorized User to effectuate such transition, including the activities provided as Transition-Out Services. Supplier shall, upon any expiration, completion, or termination of Licensed Services, provide access to Authorized User a complete set of all Content and to all affected Customers a complete set of all Content of the relevant Customers and their Application Users and stored by the Application on behalf of such Customers and facilitate download or other transfer of such Master Services Agreement Page 36 of 64

37 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Content as such Customers may require. Supplier s failure to do so shall constitute a material breach of the applicable SOW and, in addition to the remedies set forth in this Agreement, VITA or the affected Authorized User may exercise all available rights and remedies under law and equity, including as described in Section 24.E.iv (Injunctive Relief). The obligations set forth in this Section 9.D.ix (Licensed Services Transition-Out Assistance) and in any Licensed Services Transition-Out Plan developed pursuant to a SOW may at the Authorized User s election, extend beyond expiration or termination of the SOW for a period not to exceed eighteen (18) months. In the event of a termination pursuant to Section 4.D (Termination for Cause), Supplier shall perform such obligations at no additional Charge and otherwise in accordance with the provisions of Section 4.J.ii (Transition-Out Services, Charges Applicable). x. Commencement and Acceptance of Licensed Services. a. Licensed Services Commencement Date. Supplier shall begin delivery of Licensed Services on the date requested by the Authorized User and agreed to by the Supplier in the SOW, in accordance with the Implementation Plan in accordance with Section 3.B (Implementation Activities and Deployment under SOWs). An Authorized User may delay the Licensed Services commencement date by notifying the Supplier at least ten (10) days before the scheduled Licensed Services commencement date, and otherwise in accordance with Section 3.B.vii (Implementation Activities and Deployment under SOWs, Suspension or Delay of Implementation Activities). b. Acceptance. The Application shall be Accepted when the Authorized User reasonably determines that the Customers and their Application Users can successfully access and use all functionalities of the Application which Supplier is required to provide to such Users and otherwise as provided in the Acceptance Criteria under the Implementation Plan. The Authorized User, in collaboration with Customers as appropriate, agrees to complete Acceptance testing within the period(s) specified in the Implementation Plan after receiving written notice from Supplier of the ability of the Customers and Application Users to access the Application, or within such other period(s) as set forth in the Implementation Plan. Supplier agrees to provide to the Authorized User and applicable Customers such assistance and advice as such they may reasonably require, at no additional cost, during such Acceptance testing, as part of the Implementation Services. Master Services Agreement Page 37 of 64

38 Contract No. VA TEMP, Master Services Agreement July 20, 2016 c. Cure Period. Without limiting the other provisions of the Implementation Plan, if during the Acceptance test period, Authorized User or other Customers and their Application Users are unable to access the licensed functionalities of the Application, Supplier shall provide such access within seven (7) days of written notice of inability to access, or as otherwise set forth in the Implementation Plan or agreed between the Authorized User and Supplier. Should Supplier fail to provide access to the licensed functionalities of the Application, such Authorized User may exercise its rights under Section 3.B.viii (Implementation Activities and Deployment under SOWs, Failure to Meet Implementation Milestones) and Section 3.B.ix (Implementation Activities and Deployment under SOWs, Termination for Cause), including in its sole discretion to: (i) reject the Application and Licensed Services in their entirety and recover Charges previously paid under the SOW, and at Authorized User s discretion, terminate the SOW in whole or in part pursuant to Section 4.D.i.a (Termination for Cause); (ii) issue a partial Acceptance of the Application access with an equitable adjustment in the Charges to account for such deficiency; or (iii) conditionally accept the applicable Application access while reserving its right to revoke Acceptance if timely correction is not forthcoming. Without limiting the foregoing, if the Authorized User, Customers and Application Users are unable to access the licensed functionalities of the Application after a second set of Acceptance tests, Supplier shall be deemed in default of the SOW, and the Authorized User may, at its sole discretion, terminate the SOW, in whole or in part, for the Licensed Services to be provided thereunder by Supplier in accordance with Section 4.D.i.a (Termination for Cause). xi. Records and Audit. Supplier shall maintain accurate records and other evidence pertaining to the Charges for all Licensed Services performed/delivered under the SOW in support of Charges invoiced to the Authorized User. The records will be to the extent and in such detail as will properly reflect all direct and indirect costs associated with the SOW. In addition, Supplier shall maintain accurate records of the Licensed Services, including the Uptime and Downtime and other Service Level requirements of this Section 9.D (Licensed Services) and the SOW. In accordance with Section 24.O (Right of Audit), the Authorized User shall have the right, at any reasonable time during regular business hours after giving reasonable advance notice, to inspect and audit the records applicable to its SOW(s). Supplier shall preserve such records for three (3) years after termination/completion of the Licensed Services under the SOW and otherwise in accordance with the provisions of Section 24.O (Right of Audit). xii. Application and Licensed Services Support. At any time during the term of the SOW, Supplier shall provide the following Application Support Services (including unlimited telephonic support and all necessary travel and labor) without additional charge to any Authorized User in order to ensure the Customers and Application Users are able to access and use the Application and Licensed Services in accordance with the Requirements. a. Coverage. Twenty-four (24) hours per day, seven (7) days a week, Supplier provide to any Application User all reasonably necessary telephone or written consultation requested by such Customer in connection with use, problems and operation of the Application. Master Services Agreement Page 38 of 64

39 Contract No. VA TEMP, Master Services Agreement July 20, 2016 b. Service Levels. Within one (1) hour after a request from a Customer for P1 issues, Supplier will respond to such request for support regarding the Application and Licensed Services, Supplier Product and Documentation in accordance with the procedures and Service Levels provided in the SOW for Response and Resolution Times and Escalation Procedures for Licensed Services. In each case, Authorized User or Customer(s) may describe the problem by telephone or electronic mail or via a web site provided by Supplier. Supplier shall use its best efforts/commercially reasonable efforts to meet Response Time and Resolution Time and other obligations under the SOW. The level of severity (e.g., 1, 2, 3), shall be defined by the Authorized User in accordance with Exhibit 3. c. Application Evolution. Should Supplier merge or splinter the Application previously provided to any Authorized User and its Customers, such action on the part of Supplier shall not in any way result in VITA, any other Authorized User (as applicable) being charged additional Charges in order to access the Application, to enable each Customer and its Application Users to access the Application, or to receive enhancements, releases, upgrades or support for the Application. xiii. Service Levels and Remedies. a. Availability. Supplier s failure to make the Licensed Services Available to each Customer and its Application Users at least 99% of the time in any given month excluding scheduled maintenance or excusable downtime, shall be deemed a service level default ( Service Level Default ) and Authorized User may obtain the nonexclusive remedies set forth in the SOW. For purposes of the Licensed Services, Availability means that the Application and Licensed Services are Available to each Customer and its Application Users, including the Application, Supplier Product and Content. In the event Authorized User is eligible for a 100% Service Level Credit under this Section during any given service term of such Authorized User s order or Exhibit 3, Authorized User may terminate such order or SOW in whole or in part pursuant to Section 4.D (Termination for Cause) without obligation to pay Termination Charges. Any Service Level Credits shall be applied against the next invoice to the Authorized User. In the event a Service Level Default occurs at a time no further invoices shall issue as a result, Supplier shall promptly refund to Authorized User the amount of the appropriate Service Level Credit due for the period of default. b. Provisioning. Except as otherwise provided in the SOW, incremental adds, moves or reductions in the scope of the Licensed Service (e.g., USERIDs), shall be completed within one (1 business hour of a written request (including or submission to Supplier s provisioning address) from an Authorized User s designated Administrator. Master Services Agreement Page 39 of 64

40 Contract No. VA TEMP, Master Services Agreement July 20, 2016 c. Reporting. Throughout each calendar month during the provision of Licensed Services, Supplier shall provide the Authorized User with access to a reporting and administrative dashboards that contain information about the performance of the Application and Licensed Services, including each Service Level metric, reported on a monthly, quarterly and month-to-date and year-to-date basis. Representatives of Supplier and Authorized User shall meet upon request as often as may be reasonably requested by either, but no less often than once each calendar quarter, to review Supplier s performance of Licensed Services and the performance of the Application and to discuss technical plans, financial matters, system performance, service levels and for any other matters related to the SOW that may be reasonably requested by either Supplier or Authorized User. Authorized User may, with Supplier s reasonable assistance, independently audit the information. d. Failure to Meet Service Level Commitments. In the event that the Application fails to meet the Service Levels specified in the applicable SOW, Supplier will, subject to the approval of the Authorized User: (i) promptly replace the Application with an Application that conforms to the SOW and Requirements; or (ii) repair the Application, at Supplier s expense, so that it conforms to the SOW and Requirements. In the event Supplier fails to comply with these remedies, Authorized User may exercise all available rights and remedies under law and equity. e. Escalation Procedures. In the event that an issue is identified within the term of the contract, the Authorized User should contact the Tempus Nova Account Manager. During the course of an active project, the standard resolution procedure is for the Tempus Nova Project Manager to document and track the issue in the weekly status report and in the issue tracking tool until a resolution can be achieved. If a resolution cannot be achieved, the following section describes the escalation procedures that should be followed. xiv. Reserved. Professional Services: During the term of an active project, escalation procedures will be developed by Tempus Nova and the Authorized User. The project team is responsible for resolving issues during the active project. Standard escalation procedures for issues that cannot be resolved by the project team are to escalate the issue to the Tempus Nova Account Manager for resolution. The Tempus Nova Account Manager is then responsible to work with the Authorized User s Executive Sponsor in order to resolve the issue in a mutually acceptable manner. Support: During the contract term, support incidents will be managed by the Level 1 Service Desk provider. Incidents that cannot be resolved by the Level 1 Service Desk provider should be escalated to the Level 2 Service Desk provider for resolution as described in Exhibit 03. Whenever escalation is required, in VITA s sole discretion, directly to Google, VITA may, at VITA s election, request that Supplier so escalate such issue, or contact Google support directly. Where applicable, escalation to Google shall be as described in the Google TOS. xv. General Warranty. Master Services Agreement Page 40 of 64

41 Contract No. VA TEMP, Master Services Agreement July 20, 2016 a. Licensed Services, Application and Documentation. Supplier warrants the following with respect to the Licensed Services and the Application: 1. The Application is provided for pursuant to Exhibit 2 (Description of Services) and therefore such Application shall be fit for the Requirements and purposes specified in such Exhibit 2 (Description of Services) and in this MSA and applicable SOW(s). Supplier is possessed of superior knowledge with respect to the Application and is aware that all Authorized Users and Customers are relying on Supplier's skill and judgment in providing the Licensed Services, including the Application. 2. Supplier represents and warrants (i) that it shall perform the Licensed Services in conformity to the specifications set forth in Exhibit 2 (Description of Services) in a professional and workmanlike manner and (ii) that the Licensed Services, including the Application and its use by the Customers as contemplated in the SOW shall not infringe any third party proprietary rights including any trademark, trade name, trade secret, copyright, moral rights, patents or similar Intellectual Property Rights. 3. Supplier warrants that the Application and Licensed Services will conform in all material respects to the Requirements set forth in Exhibit 2 (Description of Services) and any SOW. Supplier warrants that the Application and Licensed Services will conform to the applicable specifications and Documentation, exclusive of any post-acceptance modifications or alterations to the Documentation which represent a material diminishment of the functionality of the Application, Licensed Services or other Supplier Product. Supplier also warrants that the Application and Licensed Services are compatible with and will operate successfully when used on the equipment in accordance with the Documentation and all of the terms and conditions hereof. 4. The Application(s) shall be maintained in a manner, including incorporation of modifications, that will not result in a material degradation of functionality when compared to the functionality of the Services existing as of the Effective Date 5. No corrections, work arounds or future Application releases provided by Supplier shall degrade the Application, cause any other warranty to be breached, or require an Authorized User to acquire additional Equipment or Software for its use. 6. Supplier warrants that all post-acceptance Updates, changes, alterations or modifications to the Application, Licensed Services and Documentation by Supplier will be compatible with, and will not materially diminish the features or functionality of the Application, Licensed Services and/or other Supplier Product when used on the Equipment in accordance with the Documentation and all of the terms and conditions of the SOW. 7. Supplier warrants that the Documentation and all modifications or amendments thereto which Supplier is required to provide under the SOW shall be sufficient in detail and content to allow an Application User to understand and utilize fully the Application without reference to any other Materials or information. Master Services Agreement Page 41 of 64

42 Contract No. VA TEMP, Master Services Agreement July 20, 2016 b. Privacy and Security. Supplier warrants that Supplier and Supplier Personnel have taken and will take all necessary and reasonable measures to ensure that the Application, Licensed Services, Supplier Product, and any related Deliverables do not include any degradation, known security vulnerabilities, or breach of privacy or security. Supplier agrees to notify VITA and other Authorized User(s) of any occurrence of such, as soon as possible after discovery and provide VITA and other Authorized User(s) with fixes or upgrades for security vulnerabilities promptly within the period specified in the applicable ToS, but in all events within ninety (90) days of discovery. c. Operating System and Software Supportability. Supplier warrants that Supplier and Supplier Personnel have taken all necessary and reasonable measures to ensure that the Application, Licensed Services, Supplier Product, and any deliverables do not have dependencies on other operating systems or software that are no longer supported by Supplier, or its Subcontractors, partners and third-party providers. d. Access to Passwords. Supplier warrants that the Application and Licensed Services do not contain disabling code or any program device or other undisclosed feature, including viruses, worms, trojan horses, or other code which is designed to permit unauthorized access, delete, disable, deactivate, interfere with or otherwise harm the Application, Licensed Services or the Equipment or Software of any Authorized User or its Customers or Application Users. In addition, Supplier warrants that Authorized User and its Customers and Application Users will be provided commercially reasonable uninterrupted access to the Application. Supplier also warrants that it will not cancel or otherwise terminate access to the Application by disabling passwords, keys or tokens that enable continuous use of the Application by the Authorized User and its Application Users during the term of the SOW, including any period for provision of Transition-Out Services. Supplier further warrants that the Application and Licensed Services are compatible with and will operate successfully and appropriately on the equipment. xvi. Reserved 10. RIGHTS TO WORK PRODUCT With respect to any Authorized User or Customer that is a state agency, board, commission, or other quasi-political entity of the Commonwealth or other body referenced in the Code of Virginia, any license to pre-existing work of that Authorized User or Customer shall be held by, and all rights in, title to, and ownership of Work Product shall vest with the Commonwealth. With respect to any Authorized User or Customer that is a locality, municipality, school, school system, college, university, local board, local commission, or local quasi-political entity, any license to pre-existing work of that Authorized User or Customer shall be held by, and all rights in, title to, and ownership of Work Product shall vest with that Public Body. With respect to any Authorized User or Customer that is a private institution of higher education which is listed at: any license to pre-existing work of that Authorized User or Customer shall be held by, and all rights in, title to, and ownership of Work Product shall vest with that private institution. With respect to any Authorized User or Customer that is a non-commonwealth Public Body, any license to pre-existing work of that Public Body shall be held by, and all rights in, title to, and ownership of Work Product shall vest with that Public Body. Master Services Agreement Page 42 of 64

43 Contract No. VA TEMP, Master Services Agreement July 20, 2016 A. Work Product VITA and Supplier each acknowledge that performance by Supplier of the Services and its other obligations under the SOWs may result in Work Product. Supplier shall document, for the applicable Authorized User s approval, all Work Product specifications and such specifications shall be made part of the applicable SOW. Supplier agrees that it shall promptly and fully disclose to the applicable Authorized User, any and all Work Product generated, conceived, reduced to practice or learned by Supplier or any Supplier Personnel, either solely or jointly with others, through or performance of the Services, which in any way relates to the business of the Authorized User or any Customer. Supplier further agrees that neither Supplier nor Supplier Personnel, nor any party claiming through Supplier or Supplier Personnel, shall, other than in the performance under the SOW, make use of or disclose to others any proprietary information relating to the Work Product. The Services shall include delivery of all Documentation for all Work Product. Supplier shall at no time deny access to the Work Product, regardless of form, by the Authorized User(s) and, as applicable, the Commonwealth. B. Ownership Supplier agrees that, unless otherwise expressly provided in the SOW, whether or not the Services or any Work Product is considered works made for hire or an employment to invent, all Work Product discovered, created or developed under the Agreement shall be and remain the sole property of the Commonwealth and its assigns or the applicable Authorized User(s) and its assigns. Except as expressly provided in the SOW, Supplier agrees that the Commonwealth or the applicable Customer(s) shall have all rights with respect to any Work Product discovered, created or developed under the Agreement without regard to the origin of the Work Product except for any pre existing works or derivative works thereof. If and to the extent that Supplier may, under applicable Law, be entitled to claim any ownership interest in the Work Product owned pursuant to this Agreement by the Authorized User or, as applicable, the Commonwealth, Supplier hereby irrevocably transfers, grants, conveys, assigns and relinquishes exclusively to the Commonwealth or the applicable Authorized User (s) any and all right, title and interest it now has or may hereafter acquire in and to the Work Product in perpetuity or for the longest period otherwise permitted by Law. If any moral rights are created, Supplier waives such rights in the Work Product and shall obtain waiver of such rights from any other party that may possess them. Supplier further agrees as to the Work Product to assist the Commonwealth or the Authorized User(s) in every reasonable way to obtain and, from time to time, enforce patents, copyrights, trade secrets and other rights and protection relating to the Work Product, and to that end, Supplier and Supplier Personnel shall execute all documents for use in applying for and obtaining such patents, copyrights, and other rights and protection, and in protecting trade secrets, with respect to such Work Product, as the Commonwealth or the applicable Authorized User (s) may reasonably request, together with any assignments thereof to the Commonwealth or the Authorized User(s) or entities designated by the Commonwealth or the applicable Authorized User (s). C. Pre-existing Work If and to the extent that any pre-existing rights of Supplier or any third party are embedded or reflected in the Work Product, Supplier hereby grants to the Commonwealth or the applicable Authorized User (s) the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to, in connection with the Work Product in which such pre-existing rights are embedded or reflected (i) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such pre-existing rights and any derivative works thereof and (ii) authorize others to do any or all of the foregoing. Master Services Agreement Page 43 of 64

44 Contract No. VA TEMP, Master Services Agreement July 20, 2016 D. Return of Materials (and VITA Data) Upon termination of any SOW, Supplier shall immediately return or deliver to the Authorized User(s) all copies, in whatever form, of any and all Confidential Information (including VITA Data), Work Product and other Materials or properties of or provided by the Authorized User(s) and Customers relating to such SOW, which are in Supplier's possession, custody or control. 11. CHANGE CONTROL A. General. In making any Change, Supplier shall comply with provisions of this Section 11 (Change Control) and the applicable provisions of the Services Management Manual and other applicable VITA Rules (collectively, the Change Control Procedures ). Any Change under a SOW must be described in a written change request, in the form agreed upon and executed by the Parties. Supplier shall reasonably accommodate Changes requested by the Authorized User, provided, however, in no event shall any SOW or any modification thereto provide that Supplier shall perform any services that are beyond the scope of Services described in Exhibit 2 (Description of Services), as may be supplemented for a SOW pursuant to Section 3.D (Additional Services). B. Approval by Authorized User Cost, Adverse Impact Without first obtaining the applicable Authorized User s written approval, which approval such Authorized User may withhold in its sole discretion, Supplier shall make no Change in the Services under a SOW which may (i) increase any Customer s total cost of receiving the Services; (ii) require material change to, or have an adverse impact on, any Customer s operations, Environments, facilities, processes, Systems, Software, utilities, tools or Equipment; (iii) have a material adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality or resource efficiency of the Services; (iv) violate or be inconsistent with VITA Rules. C. Implementation of Changes Supplier shall schedule and implement any changes to the Services so as not to disrupt or adversely impact the operations of Customers or degrade the Services. D. Financial Responsibility Notwithstanding the approval by the applicable Authorized User of the undertaking of a Change, such Authorized User shall not be responsible for any additional Charges or costs for or as a consequence of such Change unless such Authorized User has also and expressly agreed in advance to responsibility for such additional Charges or costs. 12. SUPPLIER REPRESENTATIONS, WARRANTIES AND COVENANTS Supplier warrants and represents to VITA and the other Authorized Users that Supplier will fulfill its contractual obligations and meet all requirements under the Agreement and as follows: A. Ownership Supplier has the right to perform and provide the Services and all other obligations under the Agreement and provide all needed services and products without violating or infringing any Law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third party. B. Limited Warranty During the warranty period specified in the SOW (or in the absence of such specification ninety (90) days) following Acceptance (the Warranty Period ), Supplier warrants that the Services, Solution, Solution Components, Deliverables, Equipment, Software, Updates, as authorized and provided by Supplier under the Agreement, shall meet or exceed the Requirements. Supplier shall correct, at no additional cost to any Authorized User, all errors identified during the Warranty Period that result in Supplier s failure to meet the Requirement or its contractual obligations. Master Services Agreement Page 44 of 64

45 Contract No. VA TEMP, Master Services Agreement July 20, 2016 C. Component Warranty For any Component, the applicable Warranty Period shall include the period from Acceptance of the Component until final Acceptance of the Solution, or as specified in the applicable SOW. D. Interoperability Warranty Supplier warrants that each Component, regardless of the origin of the Component, delivered pursuant to a SOW shall be interoperable with other Components so as to meet or exceed the performance specified in the Requirements and the applicable SOW. E. Compliance with Laws Supplier represents, warrants and covenants that it will perform the Services in a manner complying with all applicable Laws, and that it is and shall be in compliance in all material respects with all applicable Laws, including identifying, procuring, and maintaining applicable permits, certificates, approvals and inspections required under such Laws. If a charge of non-compliance by Supplier with any such Laws occurs and such non-compliance has or would reasonably be expected to have a material adverse impact on the receipt or use of the Services by any Customer, Supplier shall promptly notify the Authorized User(s) of such charge. F. Performance Warranty Supplier warrants and represents the following with respect to the Services: i. All Services and other contractual obligations of Supplier shall be performed with care, skill and diligence, consistent with or above applicable professional standards currently recognized in Supplier's profession as practiced by leading providers, and Supplier shall be responsible for the professional quality, technical accuracy, completeness and coordination of all plans, information, specifications, Deliverables and Services furnished under the Agreement; ii. The contractual obligations of Supplier for the Services, including Deliverables applicable under the Agreement, shall meet or exceed the Requirements and the Services, including Deliverables, shall function in conformance with the Requirements. G. Documentation and Deliverables Supplier warrants the following: i. The Solution shall be fit for the particular purposes specified in Exhibit 2 (Description of Services) and otherwise in the Agreement. Further, Supplier is possessed of superior knowledge with respect to the Solution and is aware that all Customers are relying on Supplier's skill and judgment in performing the Services, including providing the Solution. ii. Supplier warrants the Solution, and any subsequent Solution Component, including Software, release is compatible with and shall perform well with such Equipment, Software and other Materials specified in Exhibit 2 (Description of Services) and the applicable SOW to be used by the Customers in consuming the Services and utilizing the Solution. iii. The Solution provided under each SOW includes Component Software at the current release level and is compatible with and shall perform as stated with any Equipment specified in the applicable SOW. iv. No corrections, work arounds or future Software or Solution Component Software releases provided by Supplier under the warranty provisions or under Maintenance Services shall degrade the Solution, cause any other warranty to be breached, or require a Customer to acquire additional Equipment or Software. v. The Documentation and all modifications or amendments thereto which Supplier is required to provide and provides under the Agreement shall be sufficient in detail and content to allow a Master Services Agreement Page 45 of 64

46 Contract No. VA TEMP, Master Services Agreement July 20, 2016 User to understand fully the Solution for use as contemplated without reference to any other Materials or information. H. Malicious Code Supplier has used its best efforts through quality assurance procedures to ensure that there are no Computer Viruses or undocumented features in any Solution, Solution Component, Deliverables, Equipment, Software, Update, Application and/or Licensed Service, as obligated and provided by Supplier under the Agreement, at the time of delivery to the applicable Customers. Supplier warrants that the Solution, Solution Components, Deliverables, Equipment, Software, Update, Application and/or Licensed Services, as obligated and provided by Supplier under the Agreement does not contain any embedded device or code (e.g., time bomb) that is intended to obstruct or prevent any Customer s use of the Solution, Solution Components, Deliverables, Equipment, Software, Application and/or Licensed Service. Notwithstanding any rights granted under the Agreement or at law, Supplier hereby waives under any and all circumstances any right it may have or may hereafter have to exercise Electronic Self- Help. Supplier agrees that Authorized User may pursue all remedies provided under law in the event of a breach or threatened breach of this provision, including injunctive or other equitable relief. I. Open Source Supplier will notify the Authorized User if any of the Solution, Solution Components, Deliverables, Equipment, Software, Updates, Application and/or Licensed Services, as obligated and provided by Supplier, contains any Open Source code and will identify the specific Open Source License that applies to any embedded code dependent on Open Source code, provided by Supplier under the Agreement. It is understood and acknowledged that the Google Apps solution does contain open source code. J. Supplier s Viability Supplier warrants that it has the financial capacity to perform and continue to perform its obligations under the Agreement; that Supplier has no constructive or actual knowledge of an actual or potential legal proceeding being brought against Supplier that could materially adversely affect performance of the Agreement; and that entering into the Agreement is not prohibited by any contract, or order by any court of competent jurisdiction. K. Supplier s Past Experience Supplier warrants that it has met similar contractual obligations and fulfilled the Requirements as set forth in Exhibit 2 (Description of Services) and otherwise in the Agreement, in similar or greater complexity, to other customers without material problems due to Supplier s performance and without causing a contractual breach or default claim by any customer. THE OBLIGATIONS OF SUPPLIER UNDER THIS GENERAL WARRANTY SECTION ARE MATERIAL. 13. ACCEPTANCE A. Deliverable Acceptance and Acceptance Criteria Deliverables shall be Accepted when the Deliverables conform to and successfully operate in accordance with the Requirements and applicable SOW. At a minimum, Acceptance Criteria for Deliverables, including the Solution as a whole, shall ensure that all of the functionality provided in the Requirements and required in the applicable SOW has been delivered to the Customers. Acceptance of any one Deliverable shall not imply concurrence that the Deliverable will function properly with or within the Solution or that the Solution itself will conform to and successfully operate in accordance with the Requirements. Supplier shall be responsible for ensuring that all Master Services Agreement Page 46 of 64

47 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Deliverables function properly within the Solution. Should a previously Accepted Deliverable require further modification in order to work properly with or within the Solution, Supplier shall be responsible for all costs associated with such modification. The applicable Authorized User(s) shall commence Acceptance testing within the period as set forth in the applicable Implementation Plan, after notice from Supplier of completion and Authorized User s receipt of the Deliverable. Acceptance testing will be no longer than the period set forth in the applicable Implementation Plan. Supplier agrees to provide such assistance and advice as the applicable Authorized User(s) may reasonably require, at no additional cost, during such Acceptance testing Should the applicable Authorized User fail to provide Supplier written notice of successful or unsuccessful Acceptance testing within five (5) days following the Acceptance testing period, Supplier may provide such Authorized User additional written notice that if Authorized User shall not provide notice of successful or unsuccessful Acceptance testing within an additional five (5) days (or such additional period as the Authorized User may reasonably require), the Deliverable shall be deemed Accepted. B. Deliverable Cure Period Supplier shall correct any non-conformities identified during Acceptance testing and re-submit such non-conforming Deliverable for re-testing within fifteen (15) days of receipt of the appropriate Authorized User s written notice of non-conformance, or as otherwise agreed between such Authorized User and Supplier. Should Supplier fail to cure the non-conformity and deliver a Deliverable which meets the Requirements, the Authorized User may, in its sole discretion: (i) reject the Deliverable in its entirety and recover amounts previously paid under the applicable SOW; (ii) issue a partial Acceptance of the Deliverable with an equitable adjustment in the applicable Charges to account for such deficiency; or (iii) conditionally accept the applicable Deliverable while reserving its right to revoke Acceptance if timely correction is not forthcoming. Failure of a Deliverable to meet, in all material respects, the Requirements after the second set of Acceptance tests shall constitute a material default by Supplier, and the Authorized User may, at its sole discretion, terminate its SOW, in whole or in part. 14. WARRANTY AND MAINTENANCE SERVICES Except as otherwise provided in the applicable SOW, at any time during the Warranty Period or period for the performance of Maintenance Services, as applicable, Supplier shall provide the following Warranty or Maintenance Services (including unlimited telephonic support and all reasonable travel and labor) to maintain the Solution in accordance with the Requirements. During the Warranty Period, such Services shall be performed without additional Charge. During the period of the performance of Maintenance Services, Charges shall be in accordance with this Section and the applicable SOW. In performing the Warranty and Maintenance Services, Supplier shall: A. Known Defects Promptly notify the Authorized User and Customers in writing of any defects or malfunctions in the Solution or Documentation of which Supplier learns from any source, correct any such defects or malfunctions or provide a work around until corrected, within ten (10) days of Supplier's knowledge of such defect or malfunction and provide all Customers with corrected copies of same. B. New Releases Provide to all Customers no later than the first day of general release, copies of Software and Documentation revised to reflect any enhancements, including all new releases, Upgrades, and access modes, to the Software or Solution made by Supplier, including, without limitation, Master Services Agreement Page 47 of 64

48 Contract No. VA TEMP, Master Services Agreement July 20, 2016 modifications which can increase the speed, efficiency or base of operation of the Solution or add additional capabilities to or otherwise improve the functionality of the Solution. C. Coverage Twenty-four (24) hours per day, seven (7) days a week, provide to Customers all reasonably necessary telephone or written consultation requested by such Customers in connection with use, problems and operation of the Services, including the Solution. D. Service Levels In addition to the applicable Service Levels provided under Exhibit 3 (Reporting and Service Level Management), the Service Levels will provide that Supplier shall respond to P1 Priority problems with the Solution identified by a Customer in no more than one (1) hour after notification, and Resolve all problems according to the following: i. Priority 1 (system down) within six (6) hours; ii. Priority 2 (certain processing interrupted or malfunctioning but system able to process) within twenty four (24) hours; iii. Priority 3 (minor intermittent malfunctioning, system able to process data) within three (3) days. The level of severity (e.g., 1, 2, 3) under a SOW, is defined by Exhibit 3. E. Software Evolution In addition to the Change Control Procedures, the following shall apply with respect to evolution of Software: i. Should Supplier or Software Publisher merge or splinter the Software previously provided to under a SOW, such action on the part of Supplier or Software Publisher shall not in any way result in VITA or any other Authorized User being charged additional license or support fees in order to receive enhancements, releases, Upgrade or support for the Software. ii.if Supplier or Software Publisher proposes to reduce or replace functionality contained in a licensed Software and provides the same or substantially similar functionality as or within a separate or renamed software product, then the Commonwealth or applicable Authorized User shall be entitled to license such separate or renamed software product at no additional license or maintenance fee, and subject to the terms and conditions herein. iii.if Supplier or Software Publisher releases an option, future software product or other release that has substantially the same functionality as the Software provided under the Agreement, and Software Publisher and/or Supplier ceases to provide maintenance for the Software provided under the Agreement, then Supplier shall offer the Commonwealth or the Authorized User the option to exchange licenses for such replacement software product or function at no additional charge. F. Remedies Remedies applicable under this Section 14 are detailed in Exhibit REPORTING AND FEES FROM SUPPLIER Supplier is required to submit to VITA the following monthly reports ; i. Report of Sales; and ii. Small Business Procurement and Subcontracting Report. Master Services Agreement Page 48 of 64

49 Contract No. VA TEMP, Master Services Agreement July 20, 2016 These reports must be submitted using the instructions and further detailed requirements and templates found at the following URL: Suppliers are encouraged to review the site periodically for updates on Supplier reporting requirements and methods. As required by Executive Order 20 (2014) in addition to the requirements in the Invoice Procedures section of this MSA, Supplier shall provide to VITA at the time the final invoice is sent to the Authorized User under the Agreement, a SWaM Subcontracting Certification of Compliance certifying that Supplier has fully complied with the Supplier s Procurement and Subcontracting Plan ("Plan"), a copy of which is attached as Attachment D (Supplier Procurement and Subcontracting Plan). If Supplier has not fully complied, meaning there is any variance between the proposed and contractually bound Plan and the actual subcontractor spend by Supplier, the SWaM Subcontracting Certification of Compliance must include a written explanation of any variances between the Plan and the actual participation. Further, VITA may require Supplier to submit on a scheduled basis (monthly, quarterly, or other frequency) a SWaM Subcontracting Certification of Compliance detailing Supplier's compliance or variance to-date, along with any variance explanation. All submitted SWaM Subcontracting Certifications of Compliance shall be certified and signed by Supplier's contractually authorized representative. The Supplier s SWaM Subcontracting Certifications of Compliance shall be maintained by VITA in the procurement file. Should Supplier fail to comply with its contractually obligated Plan spend or fail to report its contractually obligated Plan spend, VITA may, at its sole discretion, prohibit or delay any renewals or extensions of the Agreement or VITA may terminate any SOW, and/or may withhold any final payments due. Supplier s failure to comply shall be considered in the prospective award of any future contracts with Supplier. Failure to comply with all reporting and other requirements in this Section may result in default of the Agreement. Supplier shall report sales and pay to VITA the following monthly fees in accordance with instructions described on the Supplier Reporting webpage located at: The Sales Reporting System used to report and submit your monthly sales data will include these fees and percentages: IFA: 2% of monthly sales under this MSA, including all SOWs 16. GOVERNANCE AND MANAGEMENT A. Meetings During the Term of each SOW, representatives of Supplier and the Authorized User shall meet periodically or as requested by the Authorized User to discuss matters arising under such SOW, including any such meetings provided for in the applicable SOW, the Implementation Plan, and the policy and procedures guide pursuant to Section 16.D.i (Policy and Procedures Guide; SMM, SOW Policy and Procedures Guide). Each Party shall bear its own costs in connection with the attendance and participation of such Party s representatives in such meetings. Supplier should also be prepared to conduct semi-annual meetings/presentations and, upon request by an Authorized User, to discuss new products and services and their potential benefit to VITA, other Authorized Users and Customers. Unless otherwise reasonably required by VITA, these meetings may be held with Supplier participants participating remotely through agreed upon web conferencing and telecom or teleconference. B. Governance The Parties shall, in connection with each SOW, employ the governance model provided by the applicable Authorized User under such SOW and as may be associated with the Integrated Services Platform as requested by VITA from time to time. No action taken by any person or Master Services Agreement Page 49 of 64

50 Contract No. VA TEMP, Master Services Agreement July 20, 2016 committee in connection with governance will be deemed to be a waiver or modification of a Party s rights or obligations under such SOW in the absence of a waiver in accordance with Section 24.H (No Waiver) or an amendment in accordance with Section 24.R.iii (Entire Agreement; Amendment, Amendment). Acceptance or approval of reports, presentations, meeting minutes or other governance documents shall not be deemed agreement with the contents of such documents or approval of any act or omission described in such documents. C. Steering Committee In order to facilitate mutually beneficial contractual relationships with suppliers, VITA has and may continue procedures for establishing a steering committee ( Steering Committee ), consisting of senior management personnel, which would include personnel involved in the contractual relationship, from VITA and Supplier. Roles of the Steering Committee include but are not limited to a) identifying potential issues which may arise during the performance of a SOW, b) discussing and assigning roles and responsibilities, c) establishing methods for quickly resolving potential disputes, d) setting rules for communication and decision making, e) monitoring and measuring the business relationship between the Parties, and f) acting as a decision board for escalated problems. A meeting of the Steering Committee is intended to be a forum for brainstorming and sharing ideas, emphasizing respect, cooperation, and access, with the end goal of developing relationships to avoid conflict. A facilitator may, but is not required to, conduct a meeting of the Steering Committee. A Steering Committee(s) for the MSA and for SOWs with the Authorized User(s) will be formed at VITA s or other applicable Authorized User s option. Meetings may be held at any time during the Agreement term, should VITA or other Authorized User establishing a Steering Committee, at its sole discretion, determine that a meeting(s) would be beneficial to the contractual relationship under its SOW, and Supplier agrees to participate in such meeting(s). In addition, Supplier may at any time submit a written request to VITA or other applicable Authorized User for a meeting of the Steering Committee, which will not be unreasonably denied. Supplier shall ensure the availability of the appropriate personnel to meet with the VITA or other applicable Authorized User contract management team. Additional Steering Committee meetings involving representatives from VITA or other applicable Authorized User, the Supplier, and other Customers may be required prior to or during performance on any specific SOW. As determined by VITA in the case of a VITA SOW, the role and activities of the Steering Committee may be superseded by activities established by VITA in connection with its development of the Integrated Services Platform, as described in Section 8.B (VITA Integrated Services Platform). D. Policy and Procedures Guide; SMM i. SOW Policy and Procedures Guide. Within thirty (30) days of the SOW Effective Date, Supplier will provide VITA or the other applicable Authorized User with a policy and procedures guide that describes how the Supplier, Authorized User and Customer(s) will work together and how performance, including Deliverables and Services, are to be delivered under the SOW. The plan will provide appropriate work plan information about interface points with Customer(s) and Supplier deliverables, and shall be subject to the approval of VITA or the other applicable Authorized User. Updated versions of the guide will be provided by Supplier to the Authorized User and be available for all Customers in electronic version every six (6) months during the term of the SOW, including any period of provision of Transition-Out Services. Supplier will incorporate such provisions into the guide as may be requested by the Authorized User. Notwithstanding the foregoing, such guide shall not modify, circumvent, undermine, or otherwise limit any Supplier Master Services Agreement Page 50 of 64

51 Contract No. VA TEMP, Master Services Agreement July 20, 2016 obligation or contractual right of VITA, Authorized User, or Customer contained in this MSA or the applicable SOW. ii. Compliance. Until the guide has been finalized and agreed upon by the Parties, Supplier shall perform the Services in accordance with applicable Laws and current policies and procedures of the Authorized User, as shall be notified to Supplier. Thereafter, Supplier shall perform the Services in accordance with the guide and all applicable Laws. iii. Coordination with SMM. As requested by VITA, Supplier shall work with VITA to coordinate reasonable interconnection of the policy and procedures guide with the SMM in connection with VITA s implementation and operation of the Managed Environment. Supplier shall continue to cooperate with VITA and its designee(s) in its maintenance and further development SMM and the portion of the SMM addressing the policy and procedures guide. 17. TRAINING AND DOCUMENTATION A. Training In addition to online tutorial training Supplier shall make available to Authorized User(s) and Customers and other provisions of the applicable SOW, the Charges, unless expressly excluded, includes all costs for adequate and appropriate training for an appropriate number of Customer trainers per SOW (as such number may be specified in the SOW) on the use and operation of the Services, including Solution and other Deliverables, to allow full benefit of the Services, including Solution and Deliverables to Customers, including instruction in any necessary conversion, manipulation or movement of Customers data. Supplier shall provide personnel sufficiently experienced and qualified to conduct such training at a time and location mutually agreeable to Supplier and the applicable Customer(s). Available additional and optional training, and applicable Charges, are described in Exhibit 2 (Description of Services) and Exhibit 4 (Pricing and Financial Provisions). B. Documentation Supplier shall deliver to the Authorized User and each Customer identified in the SOW three (3), or such greater number as provided under the applicable SOW, complete copies and electronic media of Documentation applicable to Solution and other Deliverables. Such Documentation may be provided electronically, provided that all such Documentation is clearly identified and defined with respect to the requirements it satisfies and is readily accessible, downloadable and cable of being stored and printed by VITA and other Customer personnel using word processing, spreadsheet and similar applications in regular use by such Users. Should Supplier revise or replace the Documentation, including Documentation modifications to reflect Updates, Supplier shall ensure notice of and access to such updated or replacement Documentation, in the same quantity and media format as originally requested, or as subsequently agreed upon between the Parties. Customers shall have the right to make additional copies of the Documentation, in whole or in part, for its own use as it deems appropriate. Documentation provided by Supplier under each SOW shall include for the Services, including Solution, overview descriptions of all major functions, detailed step-by-step installation (as applicable) and operating procedures, including, as applicable, technical reference manuals. Such Documentation shall be regularly updated by Supplier to reflect any modifications, fixes or Updates. Each Customer shall have the right at its own discretion, to take all or portions of the Documentation, modify or completely customize it in support of the authorized use of the Solution or Application or Software and may duplicate such Documentation and include it in such Customer's document(s) or platform for use by Users. All such use shall continue to maintain Supplier's copyright notice(s). Master Services Agreement Page 51 of 64

52 Contract No. VA TEMP, Master Services Agreement July 20, RESERVED 19. CONFIDENTIALITY A. Treatment and Protection Each Party shall (i) hold in strict confidence all Confidential Information of any other Party, (ii) use such Confidential Information solely to perform or to exercise its rights under the Agreement, and (iii) not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third-party. However, Authorized Users and Customers may disclose the Confidential Information as delivered by Supplier to third party suppliers or other subcontractors, contractors or agents that are bound by non-disclosure obligations with such Authorized User or Customer. Each Party shall take the same measures to protect against the disclosure or use of the Confidential Information as it takes to protect its own proprietary or confidential information (but in no event shall such measures be less than reasonable care). B. EXCLUSIONS The term Confidential Information shall not include information that is: i. in the public domain through no fault of the holding Party or of any other person or entity that is similarly contractually or otherwise obligated; ii. obtained independently from a third-party without an obligation of confidentiality to the holding Party and without breach of the Agreement; iii. developed independently by the holding Party without reference to the Confidential Information of the other Party; or iv. required to be disclosed under The Virginia Freedom of Information Act ( et seq. of the Code of Virginia) or similar Laws or pursuant to a court order. C. Return or Destruction Upon the termination or expiration of the Agreement or upon the earlier request of the disclosing Authorized User or Customer, Supplier shall (i) at its own expense, (a) promptly return to the applicable Authorized User or Customer all Confidential Information (and all copies thereof except the record required by Law) of the applicable Authorized User and Customers, or (b) upon written request from the applicable Authorized User or Customer, destroy such Confidential Information of such Authorized User or Customer and provide such Authorized User or Customer with written certification of such destruction, and (ii) cease all further use of such Confidential Information, whether in tangible or intangible form. VITA and other Authorized Users and Customers shall retain and dispose of Supplier s Confidential Information in accordance with the Commonwealth s records retention policies or, if an Authorized User or Customer is not subject to such policies, in accordance with such Authorized User s and/or Customer s own records retention policies. D. Supplier Personnel Confidentiality Statement All Supplier Personnel shall be required to sign a confidentiality statement or non-disclosure agreement containing obligations no less rigorous than those of Supplier under the applicable SOW. Any violation of such statement or agreement shall be shall be deemed a breach of the Agreement by Supplier and may result in termination of the applicable SOW pursuant to Section 4.D.2.ii (Termination for Cause). Master Services Agreement Page 52 of 64

53 Contract No. VA TEMP, Master Services Agreement July 20, 2016 E. Health Insurance Portability and Accountability Act Supplier agrees to comply with all applicable provisions of the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ) and, as applicable to the performance of any SOW. Supplier shall: i. Not use or further disclose protected health information as defined under HIPAA ( PHI ) other than as permitted or required by the terms of the Agreement, including the applicable SOW or as required by Law; ii. Use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by the Agreement, including the applicable SOW; iii. Report to VITA or other applicable Authorized User, as applicable, any use or disclosure of PHI not provided for by the Agreement, including the applicable SOW; iv. Mitigate, to the extent practicable, any harmful effect that is known to the Supplier of a use or disclosure of PHI by the Supplier or Supplier Personnel in violation of the requirements of the Agreement, including the applicable SOW; v. Impose the same requirements and restrictions contained in this provision on Supplier Personnel; vi. Provide access to PHI contained in its records to VITA or other requesting Authorized User or Customer, in the time and manner designated by VITA or other requesting Authorized User or Customer, or at the request of VITA or other Authorized User or Customer, to an individual in order to meet HIPAA access requirements; and vii. Make available PHI in its records to VITA or other Authorized User or Customer for amendment and incorporate any amendments to PHI in its records at VITA s or other Authorized User s or Customer s request. F. Virginia Freedom of Information Act All Supplier documents now or later comprising the Agreement may be released in their entirety under the Virginia Freedom of Information Act, and Supplier acknowledges and agrees that any confidentiality or similar stamps or legends that are attached to any future documents or information shall be inapplicable to the extent they claim confidentiality beyond that permitted herein. 20. INDEMNIFICATION AND LIABILITY A. Indemnification Supplier agrees to indemnify, defend and hold harmless the Commonwealth, VITA and any other Authorized Users and Customers and their respective officers, directors, agents and employees (collectively, Commonwealth s Indemnified Parties ) from and against any and all Losses, incurred by, borne by or asserted against any of Commonwealth s Indemnified Parties to the extent such Claims in any way relate to, arise out of or result from: (i) any intentional or willful conduct or negligence of any Supplier Personnel, (ii) any act or omission of any Supplier Personnel, (iii) breach of any representation, warranty or covenant of Supplier contained in the Agreement, (iv) any defect in the Services or Supplier-provided products, or (v) any actual or alleged infringement or misappropriation of any third party s intellectual property rights by the Services, including the Solution, or any of the Supplier-provided products (each, a Claim and collectively, Claims ). Selection and approval of counsel and approval of any settlement shall be accomplished in accordance with all applicable Laws. For state agencies the applicable Laws include and of the Code of Virginia. In all cases involving the Commonwealth Master Services Agreement Page 53 of 64

54 Contract No. VA TEMP, Master Services Agreement July 20, 2016 or state agencies, the selection and approval of counsel and approval of any settlement shall be satisfactory to the Commonwealth. In the event of a settlement between Supplier and a private institution of higher education which is an Authorized User, such settlement shall be satisfactory to that institution. In all cases involving a non-commonwealth Public Body, the selection and approval of counsel and approval of any settlement shall be satisfactory to that Public Body. In the event that a Claim is commenced against any of Commonwealth s Indemnified Parties alleging that the Services or any Supplier-provided products, including any components thereof or their use, or that Supplier s performance or delivery of any product or service under the Agreement infringes any third party s intellectual property rights and Supplier is of the opinion that the allegations in such Claim in whole or in part are not covered by this indemnification provision, Supplier shall immediately notify VITA and the affected Authorized User (s) in writing, via certified mail, specifying to what extent Supplier believes it is obligated to defend and indemnify under the terms and conditions of the Agreement and the extent to which it is not so obligated. Supplier shall in such event act to protect the interests of the Commonwealth s Indemnified Parties and secure any continuance to permit VITA and the affected Authorized User(s) to appear and defend their interests in cooperation with Supplier as is appropriate, including any jurisdictional defenses VITA or the affected Authorized User(s) may have. In the event of a Claim pursuant to any actual or alleged infringement or misappropriation of any third party s intellectual property rights by any of the Supplier-provided Deliverables, Equipment, Software, Services, Solution, including Solution Components, Application and Licensed Services, as applicable, or Supplier s performance, and in addition to all other obligations of Supplier in this Section, Supplier shall at its expense, either (a) procure for all Customers the right to continue use of such infringing Deliverables, Equipment, Software, Services, Solution, including Solution Components, Application and Licensed Services, as applicable, or any component thereof; or (b) replace or modify such infringing Deliverables, Equipment, Software, Services, Solution, including Solution Components, Application and Licensed Services, as applicable, or any component thereof, with non-infringing Deliverables, Equipment, Software, Services, Solution or Solution Component(s), Application and Licensed Services, as applicable, with equivalent functionality and performance and otherwise satisfactory to the Authorized User and affected Customer(s). And in addition, Supplier shall provide each applicable Authorized User and Customer(s) with a comparable temporary replacement products and/or services or reimburse such Authorized User and Customer(s) for the reasonable costs incurred in obtaining an alternative product or service, in the event such Authorized User and Customer(s) cannot use the affected Deliverable, Equipment, Software, Services, Solution or Solution Component(s), Application and Licensed Services, as applicable, or any component thereof. B. Liability Except for liability with respect to (i) any intentional or willful misconduct, fraud or negligence of Supplier or any Supplier Personnel, (ii) any act or omission of Supplier or any Supplier Personnel, (iii) claims for bodily injury, including death, and real and tangible property damage, (iv) Supplier s indemnification obligations, (v) Supplier s confidentiality obligations, (vi) Supplier s security compliance obligations, and (vii) Supplier s data privacy and security obligations as specified under the Agreement, the following shall apply: i. Supplier Cap on Liability. Supplier s liability with respect to each SOW shall be limited to twice the aggregate Charges applicable to all Deliverables, Equipment, Software, Services, Solution, including Solution Components, Application and Licensed Services, as applicable, to be provided by Supplier to all Customers under the applicable SOW. Supplier agrees that it is fully responsible for all acts and omissions of Supplier Personnel, including their gross Master Services Agreement Page 54 of 64

55 Contract No. VA TEMP, Master Services Agreement July 20, 2016 negligence or willful misconduct. The limitation shall apply on a per-incident basis, it being understood that multiple Losses stemming from the same root cause constitute a single incident. ii. Exclusion of Certain Damages. FOR ALL OTHER CONTRACTUAL CLAIMS UNDER THE AGREEMENT, IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) LOSS OF PROFIT, INCOME OR SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, EXCEPT WHEN SUCH DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. iii. Customer Damages. VITA and Supplier acknowledge and agree that, to the extent a Customer has suffered Losses for which Supplier may be liable under a SOW, VITA or the other Authorized User under such SOW may recover of such Losses on behalf of such Customer in the same manner and to the same extent such Authorized User would be entitled to do so on its own behalf if it had suffered such Losses. 21. INSURANCE In addition to the insurance coverage required by Law or VITA Rules as referenced in Section 24.B (Incorporated Contractual Provisions; Compliance with Laws and VITA Rules), Supplier shall carry: Errors and omissions insurance coverage in the amount of $2,000,000 per occurrence. 22. SECURITY COMPLIANCE Without limiting its obligation to comply with VITA Rules, Supplier agrees to comply with: i. all VITA Rules comprising the then-current Commonwealth security procedures, published by the Virginia Information Technologies Agency (VITA) and which may be found at: ( or a successor URL(s), as are pertinent to Supplier's operation ii. all provisions of VITA Rules comprising the relevant Authorized User's then-current security procedures as are pertinent to Supplier's operation and which have been supplied to Supplier by such Authorized User. iii. all applicable Laws. For any individual VITA Site, security procedures may include: background checks, records verification, photographing, and fingerprinting of Supplier Personnel. Supplier may, at any time, be required to execute and complete, for each individual Supplier Personnel, additional forms which may include non-disclosure agreements to be signed by Supplier Personnel acknowledging that all VITA Data with which such Supplier Personnel come into contact while at a VITA Site or otherwise performing Services is confidential and proprietary. Any unauthorized release of proprietary or Personal information by the Supplier or Supplier Personnel including in connection with the Services, shall constitute a breach of Supplier s obligations under this provision. Supplier shall immediately notify VITA and other Customer(s), as applicable, of any breach of Unencrypted and Unredacted Personal Information, as those terms are defined in Virginia Code , and other personal identifying information, such as insurance data or date of birth, provided by VITA or other Authorized User or Customer to Supplier. Supplier shall provide VITA and any other applicable Authorized User and Customer the opportunity to participate in the investigation and to exercise control over reporting the unauthorized disclosure, to the extent permitted by Law. Supplier shall indemnify, defend, and hold the Commonwealth, VITA, any other Master Services Agreement Page 55 of 64

56 Contract No. VA TEMP, Master Services Agreement July 20, 2016 applicable Authorized User and their respective officers, directors, employees and agents harmless from and against any and all fines, penalties (whether criminal or civil), judgments, damages and assessments, including reasonable expenses suffered by, accrued against, or charged to or recoverable from the Commonwealth, VITA, other applicable Authorized Users or Customers and their respective officers, directors, agents or employees, on account of the failure of Supplier to perform its obligations pursuant this Section. In addition, if Supplier provides Licensed Services to any Authorized User and its Customers, VITA and any other such Authorized User(s) shall have the right to review Supplier's information security program prior to the commencement of Licensed Services and from time to time during the term of the Agreement. During the performance of the Licensed Services, on an ongoing basis from time to time, VITA or other Authorized User, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Supplier's information security program. In conjunction with or in lieu of an on-site audit (as VITA or other Authorized User may determine), Supplier agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by VITA or other Authorized User regarding Supplier's information security program. Supplier shall implement any reasonably required safeguards as identified by any program audit from such audit questionnaire. 23. COMPLIANCE WITH LAWS AND VITA RULES; RESTRICTED OR SENSITIVE DATA A. Compliance with VITA Rules and Laws Supplier and Supplier Personnel shall perform the Services in a manner that complies with: i. VITA Rules, including those identified in a SOW or this MSA and those communicated to Supplier or Supplier Personnel by the means generally used by VITA or other applicable Authorized User to disseminate such information to its employees or contractors; and ii. all applicable Laws, including export Laws. B. Restricted or Sensitive Data and Data Location Unless otherwise expressly provided in the applicable SOW, in performing the Services, Supplier shall ensure that any data deemed restricted or sensitive by either federal or state authorities, is only collected, developed, analyzed, or otherwise used or obtained by persons or entities working within the geographic boundary limitations specified in each applicable Authorized User s security policies. Supplier shall comply with all requirements associated with location of maintenance of data, Content, VITA Data and encryption data provided in Exhibit 2 (Description of Services) and the applicable SOW. 24. GENERAL PROVISIONS A. No Agency; Independent Contractor Supplier has no authority to contract for or on behalf of VITA or any other Authorized User or Customer or in any way to bind, to commit VITA or other Authorized User or Customer to any agreement of any kind, or to assume any liabilities of any nature in the name of or on behalf of VITA or other Authorized User or Customer. Under no circumstances shall Supplier, or any Supplier Personnel, hold itself out as or be considered an agent or an employee of VITA or other Authorized User or Customer, and neither VITA nor other Authorized User or Customer shall have any duty to provide or maintain any insurance of any kind or other employee benefits on behalf of Supplier or its employees. Supplier represents and warrants that it is an independent Master Services Agreement Page 56 of 64

57 Contract No. VA TEMP, Master Services Agreement July 20, 2016 contractor for purposes of federal, state and local employment taxes and agrees that neither VITA nor other Authorized User or Customers is responsible to collect or withhold any federal, state or local employment taxes, including income tax withholding and social security contributions, for Supplier or Supplier Personnel. Any and all taxes, interest or penalties, (including any federal, state or local withholding or employment taxes, and any penalties related to health care or employee benefits Laws) that are imposed, assessed or levied as a result of the Agreement or Services performed pursuant to the Agreement shall be paid or withheld by Supplier or, if assessed against and paid by VITA or other Authorized User, shall be reimbursed by Supplier upon demand by VITA or such other Authorized User or Customer, as applicable. B. Incorporated Contractual Provisions; Compliance with Laws and VITA Rules Without limiting its obligations to comply with VITA Rules and applicable Laws in performing the Services, Supplier shall observe and comply with the then-current contractual provisions at the following URL, which are mandatory contractual provisions, required by Law or by VITA, and that are hereby incorporated by reference, including: i. or successor URL(s); ii. the contractual claims provision of the Code of Virginia; and iii. the required eva provisions at or successor URL(s). The then-current terms and conditions in documents posted to the aforereferenced URLs and other VITA Rules are subject to change pursuant to action by the legislature of the Commonwealth, change in VITA or other Authorized User policy, including the adoption of revised eva business requirements. If a change is made to the terms and conditions of the aforereferenced URLs, a new effective date will be noted in the document title. Supplier is advised to check the URLs periodically. Changes in other VITA Rules will be communicated to Supplier Personnel by such means as are generally used by VITA or other applicable Authorized User(s) to disseminate or make available such information to its employees or contractors. C. Compliance with the Federal Lobbying Act Supplier s signed certification of compliance with 31 USC 1352 (entitled "Limitation on use of appropriated funds to influence certain Federal Contracting and financial transactions") or by the regulations issued from time to time thereunder (together, the "Lobbying Act") is incorporated as Attachment F - Certification Regarding Lobbying. D. Governing Law The Agreement shall be governed by and construed in accordance with the Laws of the Commonwealth without regard to that body of law controlling choice of law. Any and all litigation shall be brought in the courts of the Commonwealth of Virginia. The English language version of the Agreement prevails when interpreting the Agreement. The United Nations Convention on Agreements for the International Sale of Goods and all other Laws and international treaties or conventions relating to the sale of goods are expressly disclaimed. UCITA shall apply to the Agreement only to the extent required by of the Code of Virginia. E. Dispute Resolution i. Informal Dispute Resolution Efforts. Prior to the initiation of formal dispute resolution procedures with respect to any dispute, other than seeking equitable relief as may be required or administrative requirements such as described in Section 24.E.ii (Dispute Resolution, Commonwealth Administrative Procedures Related to Contractual Claims), the Parties shall first attempt to resolve such dispute informally, as follows: Master Services Agreement Page 57 of 64

58 Contract No. VA TEMP, Master Services Agreement July 20, 2016 a. Initial Effort. The Parties agree that they shall attempt in good faith to resolve disputes arising under any SOW, including through efforts described in the policy and procedures guide provided pursuant to Section 16.D.i (Policy and Procedures Guide; SMM, SOW Policy and Procedures Guide), or succeeding SMM, though Supplier and Authorized User management personnel assigned to the Services. If the Parties are unable to resolve a dispute through such efforts in an amount of time that either Party deems reasonable under the circumstances, such Party may refer the dispute for resolution to the senior executives in their respective organizations that do not have day-to-day responsibilities associated with the Services. b. Escalation. Within five (5) business days after a notice under Section 24.E.i.b (Dispute Resolution, Informal Dispute Resolution Efforts, Initial Effort, Escalation) referring a dispute for resolution by senior executives, the Parties shall each prepare and provide to such senior executives, respectively, summaries of the non-privileged relevant information and background of the dispute, along with any appropriate non-privileged supporting documentation, for their review. The designated senior executives shall confer as often as they deem reasonably necessary in order to gather and furnish to the other all non-privileged information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. The designated senior executives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. The specific format for the discussions shall be left to the discretion of the senior executives, but may include the preparation of agreed-upon statements of fact or written statements of position. c. Provision of Information. During the course of the efforts and negotiations pursuant to this Section 24.E.i (Dispute Resolution, Informal Dispute Resolution Efforts), all reasonable requests made by one Party to another for non-privileged information, reasonably related to the dispute, shall be honored in order that each of the Parties may be fully advised of the other's position. All negotiation shall be strictly confidential and used solely for the purposes of settlement. Any materials prepared by one Party for these proceedings shall not be used as evidence by the other Party in any subsequent dispute resolution efforts, including litigation; provided, however, the underlying facts supporting such materials may be subject to discovery. ii. Contractual Claims. Without limiting the efforts described in Section 24.E.i (Dispute Resolution, Informal Dispute Resolution Efforts) if unsuccessful, in accordance with of the Code of Virginia, contractual claims, whether for money or other relief, shall be submitted in writing to the Commonwealth public body from which the relief is sought no later than sixty (60) days after final payment; however, written notice of the Supplier's intention to file such claim must be given to such public body at the time of the occurrence or beginning of the work upon which the claim is based. Pendency of claims shall not delay payment of amounts agreed due in the final payment. The relevant public body shall render a final decision in writing within thirty (30) days after its receipt of the Supplier's written claim. The Supplier may not invoke any available administrative procedure under of the Code of Virginia nor institute legal action prior to receipt of the decision of the relevant public body on the claim, unless that public body fails to render its decision within thirty (30) days. The decision of the relevant public body shall be final and conclusive unless the Supplier, within six (6) months of the date of the final decision on the claim, invokes appropriate action under , Code of Virginia or the administrative procedure authorized by , Code of Virginia. Master Services Agreement Page 58 of 64

59 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Upon request from the Authorized User from whom the relief is sought, Supplier agrees to submit any and all contractual disputes arising from the Agreement to such Authorized User s alternative dispute resolution (ADR) procedures, if any. Supplier may invoke such public body s ADR procedures, if any, at any time and concurrently with any other statutory remedies prescribed by the Code of Virginia. In the event of any breach by an Authorized User that is a Commonwealth public body or a private institution, Supplier s remedies shall be limited to claims for damages and Prompt Payment Act interest, all such claims to be processed pursuant to this Section. In no event shall Supplier s remedies include the right to terminate any Services or license under a SOW. iii. Continued Performance. Supplier and the Authorized User agrees that it shall, unless otherwise directed by the other and confirmed in writing, continue performing its obligations under the applicable SOW while any dispute is being resolved; provided that this provision shall not operate or be construed as extending the Term or prohibiting or delaying a Party s exercise of any right it may have to terminate the Term as to all or any part of the Services. Supplier expressly acknowledges and agrees that, pending resolution of any dispute or controversy, it shall not deny, withdraw, or restrict Supplier s performance of the Services, including Transition-Out Services, to the Authorized User or its Customers under the applicable SOW, except as specifically and expressly agreed in writing by the Authorized User. For purposes of clarification, VITA Data may not be withheld by Supplier under any circumstances, including pending the resolution of any dispute iv. Injunctive Relief. Without limiting its other rights, Supplier acknowledges and agrees that any breach or threatened breach of (a) its obligation to provide Transition-Out Services (including those related to the Licensed Services, as described in Section 9.D.ix (Licensed Services Transition-Out Assistance), or (b) its obligations respecting continued performance in accordance with Section 24.E.iii (Continued Performance), Authorized User and the other Customers may be irreparably harmed, in which case an adequate remedy at Law may not be available. In such a circumstance, Authorized User (or Customer as a third party beneficiary) may proceed directly to a court of competent jurisdiction and if such court finds that Supplier has breached (or attempted or threatened to breach) any such obligation under this Agreement, Supplier agrees that, without any additional findings of irreparable injury or other conditions to equitable relief, it shall not oppose the entry of an appropriate order compelling performance by Supplier and restraining it from any further breaches (or attempted or threatened breaches). F. Advertising and Use of Proprietary Marks Supplier shall not use the name of VITA or other Authorized User or Customer or refer to VITA or other Authorized User or Customer, directly or indirectly, in any press release or formal advertisement without receiving prior written consent of VITA or such other Authorized User or Customer, as applicable. In no event may Supplier use a proprietary mark of VITA or any other Authorized User or Customer without receiving the prior written consent of VITA or such other Authorized User or Customer, as applicable. G. Notices Any notice required or permitted to be given under the Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered in person, or three (3) days after deposited in the U.S. mails, postage prepaid, for mailing by registered, certified mail, or overnight courier service addressed as follows: i. To VITA and to Supplier, if Supplier is incorporated in the Commonwealth, to the addresses shown on the signature page. Master Services Agreement Page 59 of 64

60 Contract No. VA TEMP, Master Services Agreement July 20, 2016 ii. To Supplier, if Supplier is incorporated outside the Commonwealth, to the Registered Agent registered with the Virginia State Corporation Commission. iv. To an Authorized User other than VITA, at the address provided for such Authorized User in the applicable SOW, or otherwise provided to Supplier by such Authorized User in writing from time to time. Pursuant to Title13.1 of the Code of Virginia, VITA or Supplier may change its address for notice purposes by giving the other notice of such change in accordance with this Section. Administrative contract renewals, modifications or non-claim related notices are excluded from the above requirements. Such written and/or executed contract administration actions may be processed by the assigned VITA and Supplier points of contact for the Agreement and may be given in person, via U.S. mail, courier service or electronically. H. No Waiver Any failure to enforce any terms of the Agreement shall not constitute a waiver. A delay or omission by either Party hereto to exercise any right under the Agreement shall not be construed to be a waiver thereof. A waiver by either of the Parties hereto or to a SOW of any of the obligations to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights. I. Assignment The MSA shall be binding upon and shall inure to the benefit of the permitted successors and assigns of VITA and Supplier and the SOWs shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the Parties thereto. Supplier may not assign, subcontract, delegate or otherwise convey this MSA or any SOW or any of its rights and obligations hereunder or thereunder, to any entity without the prior written consent of VITA, and any such attempted assignment or subcontracting without such written consent shall be void. VITA may assign this MSA and its SOW(s) to any entity, so long as the assignee agrees in writing to be bound by the all the applicable terms and conditions of the SOW. For the avoidance of doubt, no Authorized Users (other than VITA) may assign its SOW without the express approval of VITA. If any Law limits the right of VITA or Supplier to prohibit assignment or nonconsensual assignments, the effective date of the assignment shall be thirty (30) days after the Supplier gives VITA prompt written notice of the assignment, signed by authorized representatives of both the Supplier and the assignee, and any payments made prior to receipt of such notification shall not be covered by such assignment. J. Captions The captions, headings and tables of contents of the Agreement and any document comprising it are for convenience and in no way define, limit or enlarge the scope of the Agreement or any of its provisions. K. Severability Invalidity of any term of the Agreement, in whole or in part, shall not affect the validity of any other term. VITA and Supplier further agree that in the event such provision is an essential part of the Agreement, they shall immediately begin negotiations for a suitable replacement provision. L. Survival Any provisions of the Agreement regarding Software License, Rights to Work Product, Warranty, Escrow, Confidentiality, Content Privacy and Security, Liability, Indemnification, and the General Master Services Agreement Page 60 of 64

61 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Provisions or any provision which contemplate performance or observance subsequent to any termination or expiration of the Agreement shall survive any expiration or termination of the Agreement shall and continue in full force and effect. M. Force Majeure No Party shall be responsible for failure to meet its obligations under the Agreement if and to the extent the failure is caused by fire, flood, earthquake, elements of nature or acts of God; wars, terrorist acts, site-specific terrorist threats, riots, civil disorders, rebellions or revolutions; or any other similar causes beyond the reasonable control and without the fault or negligence of the non-performing Party in failing to prevent or causing such default or delay, and provided that such default or delay cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. A strike, lockout or labor dispute involving Supplier Personnel shall not excuse Supplier from its obligations hereunder. In addition, the refusal of a Supplier Personnel to enter a facility that is the subject of a labor dispute shall excuse Supplier from its obligations hereunder only if and to the extent such refusal is based upon a clear and present danger of physical harm. If any performance under a SOW is postponed or extended pursuant to this section (i) for longer than five (5) calendar days, the applicable Authorized User, by written notice given during the postponement or extension, may terminate any portion of this Agreement so affected without payment of Termination Charges; or (ii) for more than ten (10) days, the applicable Authorized User, at its option, may terminate all SOWS of such Authorized User in whole or part without payment of Termination Charges. If, in either event, the Authorized User elects to terminate less than all Services, the Charges payable under this Agreement shall be adjusted, in accordance with the pricing methodology applicable under the SOW, or if no methodology is applicable, equitably, to reflect such partial termination. For the avoidance of doubt, the provisions of Section 4.J (Transition-Out Services) and Section 9.D.ix (Licensed Services, Licensed Services Transition-Out Assistance) shall be applicable to any such termination. In no event shall VITA or other Authorized User or Customer be obligated to pay any amounts for Services it is not receiving from Supplier due to the occurrence falling within the provisions of this Section 24.M (Force Majeure), and Supplier shall not have the right to additional payments or increased usage charges as a result of any event described in this provision affecting Supplier s ability to perform. The occurrence of an event giving rise to relieve Supplier of its obligations hereunder, shall not relieve Supplier of its obligation to perform and provide disaster recovery/business continuity services applicable to the Services (including Licensed Services, as applicable), and without limiting Supplier s obligations under the Agreement, whenever an event of the nature described herein occurs and causes Supplier to allocate limited resources between or among Supplier s customers and Affiliates, the Authorized Users and Customers shall receive at least the same treatment as comparable Supplier customers. In no event shall Supplier re-deploy or re-assign any Key Personnel to another customer or account in the event of the occurrence of an event within the provisions of this Section 25.M (Force Majeure). N. Remedies The remedies set forth in the Agreement are intended to be cumulative. In addition to any specific remedy, VITA and all Authorized Users and their Customers reserve any and all other remedies that may be available at law or in equity. All remedies provided for in the Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity, by contract or otherwise. The election by a Party of any remedy provided for in the Master Services Agreement Page 61 of 64

62 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Agreement or otherwise available to such Party shall not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract or otherwise. O. Right to Audit VITA and other Authorized User reserves the right to audit those Supplier records and operations that relate to the Agreement, including any SOWs including Suppliers performance of the Services and its other obligations hereunder. Such right to audit shall be subject to the following: i. audit rights shall continue until three (3) years from end date of this MSA or later end date of the applicable SOW (including any period of provision of Transition-Out Services); and ii. to the extent audits are performed at Supplier's premises, audits shall be performed during normal business hours at mutually agreed upon times. In no event shall Supplier have the right to audit, or require to have audited, VITA or any Authorized User. P. Hiring i. Solicitation and Hiring. Except as expressly set forth herein, during the term of any SOW and for a period of twelve (12) months thereafter, Supplier shall not solicit for employment directly or indirectly, nor employ, any employees of the applicable Authorized User or Customer without the prior approval of such Authorized User or Customer. Except as expressly set forth herein or in the applicable SOW, during the term of such SOW and for a period of twelve (12) months thereafter, Customer shall not solicit for employment directly or indirectly, nor employ, any employee of Supplier involved in the performance of the Services without the prior consent of Supplier. In each case, the prohibition on solicitation and hiring shall extend ninety (90) days after the termination of the employee s employment or, in the case of Supplier employees, the cessation of his or her involvement in the performance of Services. This provision shall not operate or be construed to prevent or limit any employee s right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee s freedom of movement or association. ii. Publications. Neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation nor the consideration and hiring of persons responding to such advertisements shall be deemed a breach of Section 24.P.i (Hiring, Solicitation and Hiring), unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring prohibition. Q. Agreement Administration Supplier agrees that at all times during the term of any SOW an account executive, at Supplier's senior management level, shall be assigned and available to VITA and other Authorized Users, as applicable. Supplier reserves the right to change such account executive upon reasonable advance written notice to VITA. R. Entire Agreement; Amendment i. Associated Contract Documents. The following Exhibits, including all subparts thereof, are attached to the Agreement and are made a part of the Agreement for all purposes: Exhibit 1 Integrated Services Platform Exhibit 1.1 Definitions Exhibit 2 Description of Services Exhibit 2-A Solution Master Services Agreement Page 62 of 64

63 Contract No. VA TEMP, Master Services Agreement July 20, 2016 Exhibit 2-B Implementation Plan Exhibit 2-C Implementation Milestones Exhibit 3 Reporting and Service Level Management Exhibit 4 Pricing and Financial Provisions Exhibit 4-A Pricing and Volumes Matrix Exhibit 4-B Milestone Charges Exhibit 4-C Sample Invoice Exhibit 4-D Services Tiers Matrix Attachment A - Statement of Work (SOW) Template Attachment B - Change Order Template Attachment C Licenses and Terms of Service Attachment C-1 Google Terms of Service Attachment C-2 Virtru Terms of Service Attachment C-3 Esna Terms of Service Attachment C-4 AODocs Terms of Service Attachment C-5 Okta Terms of Service Attachment D - Supplier Procurement and Subcontracting Plan Attachment E - License Agreement Addendum Attachment F - Certification Regarding Lobbying ii. Entire Agreement. The Agreement, its Exhibits and Attachments, and any prior nondisclosure agreement constitute the entire agreement between VITA and Supplier and supersede any and all previous representations, understandings, discussions or agreements between VITA and Supplier as to the subject matter hereof. Any and all terms and conditions contained in, incorporated into, or referenced by the Supplier s Proposal shall be deemed invalid. The provisions of the Virginia Department of General Services, Division of Purchases and Supply Vendor s Manual shall not apply to the Agreement or any SOW. iii. Amendment. The MSA may only be amended by an instrument in writing signed by VITA and Supplier. A SOW may only be amended by an instrument in writing signed by VITA or other applicable Authorized User (with respect to its SOW(s)) and Supplier. No amendment, modification, change, waiver or discharge hereof shall be valid unless in writing and signed by an authorized representative of the Party against which such amendment, modification, change, waiver or discharge is sought to be enforced. The express terms of the Agreement control and supersede any course of performance or dealing or usage of the trade inconsistent with any of the terms thereof. S. Terms of MSA to Control; Order of Precedence In t event of a conflict the following general order of precedence shall apply (with lowernumbered items of each having priority over higher-numbered items): 1. this MSA, excluding its Exhibits and other attachments; 2. the Exhibits and other attachments to this MSA; 3. each SOW (limited to the respective signatories to each such SOW); 4. the schedules and other attachments to each SOW (limited to the respective signatories to each such SOW); and 5. the policy and procedures guide, until succeeded by the SMM, and thereafter the SMM. Master Services Agreement Page 63 of 64

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65 Contract No. VA TEMP, Exhibit 1 (Integrated Services Platform) July 20, 2016 Exhibit 1 Integrated Services Platform Table of Contents 1.0 Attachments References Definitions Integrated Services Platform Overview Future Development of the Managed Environment... 3 Exhibit 1 (Integrated Services Platform) Page 1 of 3

66 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 Exhibit 3 Reporting and Service Level Management Table of Contents 1.0 Introduction Quality Management Overview Order of Precedence References Definitions General Provisions Service Level Management Service Level Overview Service Level Metrics Support Incidents Response Times /7 Phone Support Service Level Credits Additions, Deletions or Modifications of Service Levels Responses to Service Level Defaults Measuring Tools Reports Reporting for Service Levels Other Reporting Reports Table Ad Hoc Reports Changes to Reports Exhibit 3 (Reporting and Service Level Management) Page 1 of 11

67 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 This is Exhibit 3 (Reporting and Service Level Management) to the Master Services Agreement between VITA and the Supplier, and describes certain quality management obligations of the Supplier, including provisions related to Service Levels and reporting applicable to the Services provided by Supplier under SOWs. Each SOW may further detail the Service Levels and reporting applicable to the Services provided thereunder. 1.0 Introduction 1.1 Quality Management Overview The Supplier s quality management obligations under this Exhibit 3 fall into two categories: 1) Service Levels: quantitative performance standards to measure Services, which may carry associated Service Level Credits in the case of certain Service Level Defaults. 2) Reporting: documents, datasets, and summary reports pertaining to the performance of the Services and the Supplier s other obligations under the Agreement. 1.2 Order of Precedence. The Parties acknowledge that certain obligations may be set forth as provisions of this Exhibit 3, a relevant SOW, or elsewhere in the Agreement, and that in the event of a conflict between or among such provisions, such conflict shall be resolved in accordance with Section 24.S of the MSA. 1.3 References All references in this Exhibit 3 to an article or section or attachment, shall be a reference to an article or section to this Exhibit 3, unless another reference is provided or the context otherwise requires. 1.4 Definitions. Certain terms used in this Exhibit 3 are defined herein. Capitalized terms used in this Exhibit 3, but not defined herein shall have the respective meanings set forth in Exhibit 1.1 to the MSA. 1.5 General Provisions. 1) The performance of these quality management functions by the Supplier may require coordinated, collaborative effort of the Supplier with Third Parties. The Supplier will provide a single point of contact for the prompt Resolution of all failures to provide Services in accordance with this Agreement, including failures that constitute Service Level Defaults. 2) Beginning as of the Commencement Date under the applicable SOW (or as otherwise specified in such SOW), the Supplier will perform the Services in such a manner as to meet or exceed the Service Levels and to meet the Reporting Customer Satisfaction requirements. 2.0 Service Level Management 2.1 Service Level Overview Exhibit 3 (Reporting and Service Level Management) Page 2 of 11

68 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 The Google Apps service level agreement (SLA) provides for 99.9% uptime but actual reliability has been significantly higher than this contractual commitment. Google's uptime service level agreement is calculated based on a monthly uptime. Google has no planned downtime or scheduled maintenance. Rather, Google manages maintenance and upgrades in a manner that is designed to not impact availability of the services. As such, should downtime occur as a result, customers are eligible for SLA credits. The Google Apps Covered Services web interface will be operational and available to Customer at least 99.9% of the time in any calendar month (the "Google Apps SLA"). If Google does not meet the Google Apps SLA, and if Customer meets its obligations under this Google Apps SLA, Customer will be eligible to receive the Service Credits described below. This Google Apps SLA states Customer's sole and exclusive remedy for any failure by Google to meet the Google Apps SLA. The available for third party products that integrate with Google Apps is reliant on Google Apps availability as described in Google s SLA. 2.2 Service Level Metrics The service level metrics below describe our Products and Services metrics for the Commonwealth. Metric Name Description Target Google Apps Service Uptime and SLA The Google Apps SLA ( GB/terms/sla.html) provides for 99.9% uptime as a contractual guarantee. The Google Apps Covered Services web interface will be operational and available at least 99.9% of the time in any calendar month (the "Google Apps SLA"). Google Apps Covered Services is defined as Google mail, calendar, chat and hangouts, drive, docs, groups, sites and vault. Google has no scheduled maintenance or planned downtime. Maintenance is performed in the background on Google s cloud infrastructure. Updates to the services are delivered through the browser. Google s RTO is zero and their RPO is instant failover. 99.9% Exclusions Collection Process and Reporting Tools Algorithm The Google SLA does not apply to any services that expressly exclude the Google Apps SLA or any If Google does not meet the Google Apps SLA, and if Customer meets its obligations under the Google Apps SLA, Customer will be eligible to receive the Service Credits, as described in the Google Apps SLA Days of Service added to the end of the Service term at no charge to Customer. Exhibit 3 (Reporting and Service Level Management) Page 3 of 11

69 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 performance issues: i) caused by factors described in Force Majeure section of the Agreement; or ii) that resulted from Customer s equipment or third party equipment or both (not within the primary control of Google). ( GB/terms/sla.html). Google provides a real time service availability Dashboard ( that reports service availability uptime. Metric Name Description Target Level 1 Service Desk Support Response Times & SLA PCH is an experienced Google Apps help desk provider. PCH will deliver Level 1 and Level 2 service desk support on a 24x7 basis, which includes how to support for Google Apps as well as administrative tasks for Google Apps as well as third party product support. PCH will also track, manage, and update FAQs. PCH will provide a centralized telephone number for end users, as well as an online portal. Support personnel will leverage a customized greeting for Commonwealth / VITA end users. PCH will provide a single, toll-free telephone number for external calls and VITA will be issued either a local direct inward dialing (DID) or SIP to SIP (i.e., VoIP) that will be forwarded to the PCH Level I Service Desk. For Google Apps, response times are mapped to Google s response time for priority incidents as described in Section 2.3 and 2.4 below. For third party tools as described in Exhibit A, Tempus Nova s Level 1 Service Desk provider will gather information from end users and escalate tickets to the appropriate vendor for resolution. Average call wait time: <60 seconds. 60% of all calls to be answered within 60 seconds; 70% of all calls to be answered within 120 seconds; and remaining calls to be answered within 180 seconds. Abandon rate <2% First call resolution metric: 95% Average handle time: 6 minutes Exclusions Collection Process and Reporting Tools Algorithm Exhibit 3 (Reporting and Service Level Management) Page 4 of 11

70 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 N/A Performance stats are run daily and weekly internally to ensure monthly SLAs are met. The information is used for fine tuning resources. Performance indicator metrics include availability, performance, service response time by priority, time to resolve by priority, and other measurable SLA parameters. Performance indicator metrics include availability, performance, service response time by priority, time to resolve by priority, and other measurable SLA parameters. PCH uses QueueMetrics' vast array of parameters to pinpoint where support weaknesses occur as well as critical success factors. Metric Name Description Target Support for Third Party Products As described in Attachment C-1 (Google Terms of Service), Tempus Nova has provided third party products which can be integrated with Google Apps. Support incidents for third party products will be logged by the Level 1 Service Desk provider and escalated to Tempus Nova for resolution. Once a third party product has been integrated in the Google Apps environment, the service availability is aligned with the Google Apps service availability. Tempus Nova will work with the third party solution provider to resolve the issue. Exclusions Collection Process and Reporting Tools Algorithm 2.3 Support Incidents As part of the Google Apps services, the following incident levels are provided in the Enterprise Support Portal: P1 VERY HIGH IMPACT - Product/Service Unusable in Production. Examples are as follows: Customer losing substantial business, revenue or customers. Production from mission critical solution halted. Large pool of resources idled. Unable to meet business commitments on a large scale. Threats of litigation, negative press or publicity. Exhibit 3 (Reporting and Service Level Management) Page 5 of 11

71 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 Regulatory compliance in jeopardy. Senior executives directly engaged in support requests. P2 HIGH IMPACT - Use of Product/Service Severely Impaired. Examples are as follows: Significant feature or function degraded. Project halted pending resolution. Tedious manual workarounds required to sustain operations. P3 MEDIUM IMPACT - Use of Product/Service Partially Impaired. Examples are as follows: Feature or function not working as expected. User or users affected but able to perform role. 2.4 Response Times Google offers a support SLA with respect to the first response time for an Incident via the Enterprise Support Portal. P1 Priority support Requests are responded to with a target initial Response Time of one hour and are responded to 24 x 7. If contact is made for a P1 Priority support request on a weekend or applicable holiday, a phone call is needed to trigger a return support response. P2 & P3 priority support Requests are responded to during business hours of the location to which the Requests are assigned. P2 Priority support requests will be responded to with an initial target response time of 1 business day or less. Google's end user and admin help centers are also available 24x7 year-round. Consequences for failure to meet incident response times are described in Google s TSS Guidelines and incorporated into the SLA. Below are the target response times for priority incidents: P1-1 Hour Real Time P2-4 Bus Hour P3-1 Business Day (a calendar day) P4-2 Business Days (two calendar days) Customers will self-select a priority level when submitting support cases via the portal or calling. VITA has the option to call for P1's 24 x 7. Google also differentiates priority of issues and ensures the most critical issues are addressed quickly. For purposes of these Service Levels, Business Hours are 7:00AM to 7:00PM Eastern Time /7 Phone Support The target response times for telephone support is < 10 min wait time or <30 min call back time with off hours and holiday dispatch. 2.6 Service Level Credits As part of Google s SLA, they define service credits, including the following: Exhibit 3 (Reporting and Service Level Management) Page 6 of 11

72 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 Monthly Uptime Percentage Days of Service added to the end of the Service term (or monetary credit equal to the value of days of service for monthly postpay billing customers), at no charge to Customer < 99.9% - >= 99.0% 3 < 99.0% - >= 95.0% 7 < 95.0% 15 Customer Must Request Service Credit. In order to receive any of these credits ( Service Credits described above, Customer must notify Google within thirty days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit. Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Google to Customer for all Downtime that occurs in a single calendar month shall not exceed fifteen days of Service added to the end of Customer's term for the Service (or the value of 15 days of service in the form of a monetary credit to a monthly billing customer s account). Service Credits may not be exchanged for, or converted to, monetary amounts, except for customers who are on Google s monthly billing plan. 2.7 Additions, Deletions or Modifications of Service Levels For Level 1 Service Desk Providers, VITA may, from time to time, request that the Supplier add, delete or modify Service Levels. In such event, the Supplier will work in good faith with VITA to accommodate such request. 2.8 Responses to Service Level Defaults In addition to any other rights and remedies that may be available under the Agreement, the following shall apply: 1) General. In the case of a Service Level Default, the Supplier will promptly investigate, assemble and preserve pertinent information with respect to, and report on the causes of, the problem, including performing a detailed root cause analysis of the problem. Once the root cause analysis is performed, the Supplier will develop a Remediation Plan for presentation to and review with VITA, and thereafter carry out such plan. 2) Response to Customer-specific Events. As applicable, the Supplier will isolate and report on performance against certain Service Levels for the Services provided for each Customer. If Supplier s performance for any such Customer is below the Service Level calculated for such Customer in any given month, then the Supplier will promptly investigate, assemble and preserve Exhibit 3 (Reporting and Service Level Management) Page 7 of 11

73 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 pertinent information with respect to, and report on the causes of, the problem, including performing an appropriate root cause analysis of the failing performance. Once the root cause analysis is performed, the Supplier will develop an appropriate Customer Specific remediation plan for presentation to and review with VITA, and thereafter carry out such plan. 2.9 Measuring Tools 3.0 Reports At all times, the Supplier shall maintain accurate and accessible measuring tools and methodologies measuring its performance of the Services and compliance with all applicable Service Levels. The measuring tools and methodologies will include access to a public dashboard (Google Apps Status Dashboard) that provides information about service availability for the Google Apps core services. Tempus Nova will also provide monthly usage reports. We will also review and monitor service level defaults as outlined in 2.5 above for Level 1 Service Desk Providers. 3.1 Reporting for Service Levels 1) Unless otherwise specified in this Exhibit 3, the Supplier shall measure and report to VITA or the other applicable Authorized User all Service Level compliance on a monthly basis. The Supplier will also provide or make available underlying detail such that VITA or the other applicable Authorized User is able to verify the Supplier s performance and compliance with the Service Levels. The monthly reports will describe any failure to meet Service Levels and any associated Service Level Credit(s). 2) In addition to the reports described above, the Supplier will also provide detailed supporting information for each report to VITA in machine-readable form suitable for use on a personal computer. The data and detailed supporting information will include sufficient detail such that VITA is able to reproduce the calculations made by Supplier and validate the results reported in the monthly Service Level performance reports. VITA may access such information online and in real-time. 3.2 Other Reporting Reports Table The Supplier s responsibilities shall include access to the following additional Reports with respect to the Google Apps Services under the applicable SOW: Report Name Description Frequency Recipient / Report Location Google Apps Usage Graphs The Reports section of the Google Admin console has a number of detailed Usage Graphs that help quickly visualize As desired Google Apps Admin Console Exhibit 3 (Reporting and Service Level Management) Page 8 of 11

74 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 Admin Console Audit Log Account Activity Alerts User Behavior Reports Level I Service Desk important usage trends over time periods spanning the past week to six months, including: Active mail, calendar, and documents users; Mailbox disk space usage; Collaboration and sharing trends; and Active mobile and Chrome devices. The Admin console audit log shows a history of every task performed in your Google Admin console and who performed the task. Use it to track how your administrators are managing your account's core Google services. Administrators can elect to receive alerts when important events occur, such as potentially suspicious login attempts, or service setting changes by other administrators. Just choose the Predefined alerts to receive in the Reports section of the Admin console. Accounts, activity, disk space, clients, summary, 2-step verification enrollment, etc.) PCH utilizes QueueMetrics that can augment the Commonwealth s ticketing system for As desired As desired As desired Monthly Google Apps Admin Console Google Apps Admin Console Google Apps Admin Console Level I Service Desk Provider Exhibit 3 (Reporting and Service Level Management) Page 9 of 11

75 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 Vault Audit Reports Project Status/ Progress Reports reporting requirements. PCH will provide VITA with reports that include information about the total number of calls processed, average call length, minimum and maximum call time, average waiting time, minimum and maximum wait time, and common end user issues. Reports can be generated daily or weekly to ensure monthly SLAs are met. Additionally, PCH will provide FAQs lists, as requested by VITA. Vault creates audit reports on activities and actions of users in the archive at the matter or system level. Log-in, searches, data views, matter views or changes, exports and more are recorded and auditable. The archiving-audit log report may be leveraged to observe user activity in the archive, including the searches they performed and any messages the user accessed. Tempus Nova s PMP Project Manager will generate a weekly status / progress report that will include things such as: Milestones and Accomplishments; As desired Weekly Google Apps Admin Console Provided by Tempus Nova s Project Manager Exhibit 3 (Reporting and Service Level Management) Page 10 of 11

76 Contract No. VA TEMP, Exhibit 3 (Reporting and Service Level Management) July 20, 2016 Usage and Chargeback Report Third Party Product Reports Items pending approval; Acceptance Items; Outstanding issues, if any; and Issues and risks, if any. Tempus Nova will provide a monthly report to VITA that lists the chargeback metrics as described in Exhibit 4. Tempus Nova s proposed third party product solutions (Virtru, Esna, AO Docs, Okta) will provide usage reports based on information from Active Directory which will have been mapped to the Google Apps OU structure. Monthly Monthly Provided by Tempus Nova s Google Apps Domain Administrator Provided by Third Party provider Ad Hoc Reports The Supplier shall provide ad hoc reports as reasonably requested from time to time by VITA or other applicable Authorized User, including where practical providing the capability for VITA and the other Customers to request Reports based on standard data provided via an appropriate accessible portal. 3.3 Changes to Reports VITA may, from time to time, request that the Supplier add or change Reports then being provided by the Supplier. In such event, the Supplier will work in good faith with VITA to accommodate such request. Exhibit 3 (Reporting and Service Level Management) Page 11 of 11

77 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 Exhibit 4 Pricing and Financial Provisions Table of Contents 1.0 Introduction Base Charges Pricing Milestone Charges Pricing Resource Units Measurement Methodology Invoices Charges for Additional Services Travel, Shipping, Packing & Other Expenses Inflation Chargeback Termination Charges Projects Resource Units Exhibit 4 (Pricing and Financial Provisions) Page 1 of 19

78 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, Introduction This is Exhibit 4 (Pricing and Financial Provisions) to the Master Services Agreement between VITA and Supplier and, together with the following attachments hereto (incorporated by reference herein), provides the methodology for calculating the Charges for all of the Services. Subject to the provisions of the MSA, a Public Body, other than a state agency, may agree with Supplier to modify a portion of the methodology for calculating Charges only if a technical or service requirement unique to that Public Body necessitates a change to the pricing for the affected service. Any such change shall be made in and limited to the SOW specific to the Services provided to such Public Body. Attachments to this Exhibit 4 (Pricing and Financial Provisions) consist of: Exhibit 4-A (Pricing and Volumes Matrix) Exhibit 4-B (Milestones Charges) Exhibit 4-C (Sample Invoice) Supplier shall be responsible for the accuracy and completeness of the operational and financial assumptions underlying the Charges and, if such assumptions are incorrect or incomplete, Supplier shall not be entitled to adjust the Charges. All Charges calculated in accordance with this Exhibit shall be invoiced to VITA or the other Authorized User by Supplier in accordance with the applicable invoice and payment provisions set forth in Section 6 (Charges; Payment Procedure) of the MSA. The Commencement Date is described in Section 9(D)(x)(a) of the MSA. However, subsequent contract years commence on July 1 and end on June 30 of the subsequent calendar year. To the extent possible, Supplier shall use commercially reasonable effort to ensure that licenses shall co-terminate at the end of contract years. This Exhibit provides the pricing methodology for the Services (including Google Licenses, third party products that integrate with the Google Apps solution, Supplier professional services, and migration) as follows: 1) Base Charges Pricing methodology; 2) Milestone Charges Pricing methodology. The Base Charges Pricing methodology fully compensates Supplier for providing the Services at the level of volume ordered for that Contract Year. The Base Charges methodology has pricing tiers as described in Exhibit 4-A (Pricing and Volumes Matrix) which provide discounts for volume purchases. The Milestone Charges Pricing methodology is the pricing methodology for one-time Charges associated with implementation and other Project-based Services over the life of the contract. 2.0 Base Charges Pricing Exhibit 4 (Pricing and Financial Provisions) Page 2 of 19

79 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 The Base Charges Pricing methodology as set forth in this Section 2.0 is applicable for Services provided under SOWs executed by VITA and other Authorized Users. General. Base Charges are described in Exhibit 4-A (Pricing and Volumes Matrix). 1) Calculation of Base Charges. Base Charges shall be calculated as follows: a) For each Resource Unit described in Exhibit 4-A (Pricing and Volumes Matrix): i) The unit cost for each Resource Unit is a per User per year cost for each year of the contract including the optional years. ii) Each license Resource Unit is based on an annual term of twelve (12) consecutive months except as noted for midterm additions below. iii) Any Domain with over 3,000 licenses can, for the purposes of determining what volume tier will be paid for, combine the volume of Google Apps for Work ( GAFW ), Google for Work Lite, and Google Apps Unlimited ( GAU ) licenses, provided that at least 15% of the Domain is licensed for Google Apps Unlimited. For example, if a Domain has 20,000 total licenses, at least 3,000 of those licenses must be Google Apps Unlimited licenses if Google Apps Unlimited functionality is desired. Entities with 350-2,999 licenses that wish to purchase Google Apps Unlimited licenses must purchase a minimum of 350 Google Apps Unlimited licenses. Google for Work Lite can be ordered on any Statements of Work with more than 3,000 licenses in any combination. iv) Total Base Charges for a SOW are calculated by taking the per User per year unit Charge for a specific Resource Unit and multiplying it by the volume of that Resource Unit at the appropriate rate for that Contract Year and volume tier set forth on Exhibit 4-A (Pricing and Volume Matrix). For example: If VITA purchases 30,000 GAFW licenses in Year 1, and the price for that Resource Unit was $19.89, the formula would be as follows: $19.89 x 30,000 = $596,700. In this example $596,700 is the Total Base Charge for the corresponding Year 1 purchase. v) For midterm additions of licenses (e.g. if a User is added part way through the year), the cost of that license will be prorated based on the remaining months of the current term. For example, if an Authorized User purchases 40,000 licenses on 7/1/2016 and then purchases an additional 1,000 licenses on 11/1/2016 for the same Domain, the 1,000 additional licenses would be prorated at the annual per user license price divided by the eight remaining months of the term (formula would be as follows: $19.89 divided by 12 x 8 = $13.26 x 1,000 = $13,260). vi) For midterm deletion, reduction, or reassignment of licenses such as if a user is deleted part way through the year, the deleted user will no longer be an active User on the Domain but the license may be reused/reassigned to another user at no additional cost. No midterm credits may be applied for the deleted user. Once the Authorized User purchases a specified amount of licenses, those licenses can only be reduced at the time of annual renewal. Authorized Users can remove a User at any time (suspend or delete a User from the domain) and reuse the license or Exhibit 4 (Pricing and Financial Provisions) Page 3 of 19

80 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 reassign it to another User. However, the true up/down process as it relates to pricing occurs annually at the services term renewal. vii) Annual deletions or downgrades must be specified in writing 45 days prior to the renewal date of the previous annual order. viii) An Authorized User can upgrade user licenses from Google Apps for Work to Google Apps Unlimited at any time provided they meet the 15% minimum Domain or 350 license requirements. The upgrade price will be prorated based on the remaining months of the term, and a credit for the licenses that were previously purchased will be credited towards the upgrade price. License downgrades may only be specified at the services term renewal. For example, if an Authorized User purchases 40,000 GAU licenses on 6/30/2016 at a Resource Unit cost of $61.00 and subsequently wishes to downgrade a portion of those licenses to GAFW, the downgrade notification would need to be sent to Supplier 45 days prior to the annual renewal date of 6/30/2017 and the downgrade would occur on 6/30/2017. ix) License quantities (product counts) can be viewed and validated by an Authorized User at any time via the Google Apps Administrative Console. b) Certain Resource Units do not follow the methodology described in paragraph (a) above. These Resource Units are those applicable to migration, and fixed pricing for additional phases of deployment and optional tier 1 service desk, as set forth on Exhibit 4-A (Pricing and Financial Matrix). i) For migration the Resource Unit price is a onetime fixed cost. ii) For migration the Total Base Charges are calculated by taking the onetime fixed cost and multiplying it by the total number of mailboxes being migrated. For example: If VITA purchases Exchange migration services for 30,000 users across any of the contract years, the formula would be as follows: $3.00 x 30,000 = $90,000. In this example $90,000 is the Total Base Charge for the corresponding migration service. iii) The unit cost for migration services is dependent on the type of migration service being performed iv) The unit cost for Customer site work is listed as a flat daily rate for future follow on work for the duration of the contract. The Total Base Charges for Onsite work can be calculated by taking the flat daily rate and multiplying it by the total number of days required to complete the services work For example: If VITA purchases 2 days of professional services across any of the contract years, the formula would be as follows: $1,500 x 2 = $3,000. In this example $3,000 is the Total Base Charge for the corresponding onsite work v) The Implementation Plan (Exhibit 2-B (Implementation Plan)) specifies five targeted phases to migrate Users to the Google Apps environment. Should VITA elect to defer any User migrations beyond the implementation plan, then those users will be migrated at any later date for the per User migration cost described in Exhibit 4-A (Pricing and Volumes Matrix). Exhibit 4 (Pricing and Financial Provisions) Page 4 of 19

81 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 c) Level 1 Service Desk Support. Resource Units for Level 1 Service Desk Support (the charges associated with direct end user support for Google Apps are described in Exhibit 4-A (Pricing and Volumes Matrix) in the Service Desk section). i) The unit cost for Service Desk support is listed as fixed per user per year cost. ii) The term for Level I Service Desk Provider support is one consecutive month with optional monthly renewals. Support will be delivered on a 24x7 basis. In the case that an amount less than a year is purchased, the cost will be prorated on a straight line basis. iii) Level 1 Service Desk support has been priced in tiers based on the number of users that require support services. iv) Total Base Charges for Service Desk Support can be calculated by taking the per user per year fixed cost for the desired support service and multiplying it by the total number of users being supported. For example: If VITA purchases Level 1 Service Desk support services for 30,000 Users across any of the contract years, the formula would be as follows: $2.75 x 30,000 = $82,500. In this example $82,500 is the Total Base Charge for the corresponding support service for that contract year. 2) Tiering of Base Charges. The base charges described above are a function of the volume of Resource Units ordered. These Charges are described in Exhibit 4-A (Pricing and Volumes Matrix). The volume based tiering of Base Charges is intended to provide discounts for volume license purchases as follows: a) Pricing for Resource Units is primarily distinguished as two separate tiers of below 10,000 licenses/users, and above 10,000 licenses/users. b) Any combination of the Google Apps for Work and Google Apps Unlimited licenses for a single Domain that cumulatively reach 10,000 or more licenses are eligible for the tiered pricing category of above 10,000 users/licenses. c) Authorized Users within the Virginia legislative branch, judicial branch, and independent agencies with Domains outside of the primary VITA account that procure 350 licenses or more of Google Apps for Work qualify for the lower tier of pricing (above 10,000 users), for the remainder of the term provided that: i) The VITA volumes remain above 10,000 users; and ii) The separate entity purchases by December 29, d) If VITA orders a twelve (12) month license by August 1, 2016, for a total of 59,000 or more licenses, where at least 40,000 or more of those licenses are for the Google Apps Unlimited SKU, Supplier will provide VITA a 21 month license (as opposed to a 12 month) term at the 12 month license term price for the Google SKUs purchased. This is a one time offer and only applies to the first 21 months of the base (5 year) period. Payment for the initial order will be made over the first 12 months in equal quarterly payments. At the end of the 21 month term, VITA will have the ability to adjust the number of Google Apps Unlimited licenses for the following 15 month term which includes 3 months of contract year 2 and 12 months of contract year 3. Regular annual Exhibit 4 (Pricing and Financial Provisions) Page 5 of 19

82 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 adjustments will commence again at the start of contract year 4 and again at the start of contract year 5. e) If VITA orders 55,000 or more licenses for the Okta bundled solution, which includes single sign on (SSO), universal directory (UD), and multi-factor authentication (MFA), Supplier will provide a one-time offer for a fixed price of $9.00 per user per year for the initial year. This fixed price will be honored as an optional extension for VITA throughout the base contract (5 years). For example, if VITA orders 59,000 licenses for the bundled Okta offering at $9.00 per user per year in the first year, VITA will have the option to renew each year for years 2-5 at the locked in price of $9.00 per user per year for 59,000 licenses. f) Pricing for AODocs or other comparable third party application licenses, for any Authorized User within the primary Domain, has been tiered with pricing discounts starting at below 999 licenses users/licenses and decreasing in price at increments of each additional 1,000 users with a volume discount for above 10,000 users/licenses. 3.0 Milestone Charges Pricing The Charges shall include certain Milestone Charges set forth in the applicable SOW that are payable in the amounts set forth against the applicable Milestone Deliverables and so invoiced to the Authorized User in accordance with the schedule of Milestone Deliverables and Section 6 (Charges; Payment Procedure) of the MSA, provided that Supplier has obtained the Authorized User s Acceptance of the applicable Milestone Deliverable. Milestone Charges shall utilize Exhibit 4-B (Milestone Charges) and shall be incorporated into the applicable SOW. Milestone Charges consist of Charges for Acceptance of Milestone Deliverables provided for under the applicable SOW, as detailed in such SOW in the form set forth in Exhibit 4-B (Milestone Charges). Such Milestone Payment Charges shall be itemized on the applicable Monthly Invoices for the one time Services charges to the Authorized User in sufficient detail to delineate the specific nature of the Charges and the applicable percentage thereof then payable with respect to the applicable Accepted Milestone Deliverable. The invoice shall clearly identify each Milestone Charge (e.g., Charges for Implementation Services shall be clearly identified as Charges for Implementation Services, as well as the relevant Implementation Milestone with which the payment is associated). 4.0 Resource Units Measurement Methodology The following are the rules for Resource Unit Measurement Methodology. 1) Supplier shall maintain the flexibility to respond to changes in Customers demand for the Services. If the provision of the Services requires increased dedicated support, additional resources, or additional hours of service, beyond that included in or contemplated under Supplier s proposal with respect to the applicable SOW (which may be incorporated into such SOW) Supplier shall provide such support, resources, or additional hours of service at no additional charge to the Authorized User, as provided herein, and amounts for which the Authorized User is financially responsible and as allocated among the applicable SOWs). Exhibit 4 (Pricing and Financial Provisions) Page 6 of 19

83 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, Invoices 2) Charges for the Resource Units will be invoiced on either an annual or quarterly basis upfront as specified by VITA, or other mutually agreed to invoice schedule, and reflect the Customers actual Customer/User counts specified in the approved orders for such Services. Starting on the Commencement Date and monthly thereafter, Supplier shall measure, track and report usage of the Services under all SOWs. The measured volumes will be provided monthly to VITA. Calculation of the Services shall only include Customer/User counts which as of the Measurement Date are authorized to receive Services by the applicable SOW. 3) VITA and the Supplier shall review the measurement tools and processes for the Services, as well as resulting data, to ensure that such tools and processes are appropriate, accurate, producing consistent data, and reaching all devices that are to be measured. Supplier s method and tools for measuring, tracking and reporting is subject to VITA s written approval. During the implementation phase for each SOW, Supplier will work with the Authorized User to identify, document and approve the process of provisioning and de-provisioning to facilitate accurate reporting and billing of the services. VITA or its designee may, at any time, perform an audit of all Supplier tools, applications, data and records relating to such measuring and tracking functions. 1) VITA and other applicable Authorized Users shall pay each invoice in accordance with Section 6 (Charges; Payment Procedure) of the MSA. Supplier shall make any reasonable changes in the Annual or Quarterly Invoice format as requested by Authorized User. If Supplier proposes a change to the Invoice format, such change shall be subject to prior written approval of VITA or the other applicable Authorized User. All invoices shall be subject to Authorized User s review and approval prior to payment. 2) Invoices shall include the applicable SOW number or other pertinent information for verification of receipt of the Services by Authorized Users, as agreed upon by the Parties for providing Charge Back Services, and must provide detailed and customized information as requested, in accordance with the provisions of the MSA. 3) All invoices shall be paid by EFT, unless Authorized User chooses to pay by a different method. 4) All Charges shall be expressed, invoiced and paid in U.S. Dollars. 5) Annual Charges will be invoiced each year on July 1st. 6) If VITA elects to be invoiced quarterly for annual Charges, such Charges shall be divided into four equal amounts and invoiced on July 1st, Oct 1st, Jan 1st, April 1st or other mutually agreed to invoice schedule, except for the Esna and Okta products 7) For quarterly payments, VITA will provide Supplier with a valid purchase order (PO) for the entire amount of the purchase associated with the applicable Service Term. The Service Term for licenses is defined as twelve consecutive months unless otherwise specified. 6.0 Charges for Additional Services Exhibit 4 (Pricing and Financial Provisions) Page 7 of 19

84 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 If and to the extent that the Authorized User requests Supplier to perform any Additional Services in accordance with the terms of Section 3.D (Additional Services) of the MSA, for which there is an additional charge pursuant to Section 3.D.iii (Additional Services, Impact on Charges) of the MSA, then the MSA (including Exhibit 4-A (Pricing and Volumes Matrix)) shall be amended (by VITA and Supplier only) in accordance with Section 3.D.ii (Additional Services, General) of the MSA only to the extent necessary to incorporate the agreed upon Additional Services, along with related adjustments to Charges, into the MSA to make such Additional Services available for inclusion in SOWs. To the extent that any Additional Services are FTE-based, the Charges for such Additional Services shall also be subject to the terms of Section 11.0 (Projects) of this Exhibit 4 (Pricing and Financial Provisions) below, unless the Parties otherwise agree in writing. The following describe examples of items that would not qualify as Additional Services and as such would not qualify for an additional Charge: 1) Activities that are part of the day-to-day (i.e. regular, not daily) services included within the Monthly Base Charge and/or described in Exhibit 2 (Description of Services); a) e.g., The addition of FTEs to an existing Supplier functional group (i.e. Relationship Management) 2) Activities required for the performance of contracted Implementation Services; 3) A Project described as a Supplier obligation under the applicable Statement of Work; a) e.g., The creation or deletion of user accounts 4) Activities required by Supplier to meet the existing Service Levels a) e.g., The implementation of additional resources (Tools or Personnel) as part of a mitigation strategy for the improvement of failing service levels 5) Ongoing evolution of Services to keep pace with developments in the technology marketplace a) e.g., GMail Events to Calendar, Drive comment notifications added to Android and ios mobile apps, integration of Google BigQuery to Google Sheets for complex data analytics, integration with Google Maps on verified business Contacts, updated Android Google Calendar App that auto-detects and prompts for conference bridge passcode. 7.0 Travel, Shipping, Packing & Other Expenses 8.0 Inflation All travel and living expenses incurred by Supplier Personnel in the delivery of the Services are included within the Charges and shall not be separately chargeable. All other expenses incurred by Supplier, including all taxes, shipping, packing, postal expenses, and moving expenses, are the financial responsibility of Supplier and are not separately chargeable or reimbursable, except to the extent expressly stated otherwise in this Exhibit 4 (Pricing and Financial Provisions). All inflation is included in the Charges. Exhibit 4 (Pricing and Financial Provisions) Page 8 of 19

85 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, Chargeback 1) Supplier is responsible for providing a monthly CSV or Excel report to the applicable Authorized User for each SOW or their designee for Chargeback information for all Services. At a minimum the data feed shall provide detailed billing data for the applicable SOW by Customer, by the following Customer Supplied information as it exists in Active Directory (AD): Customer account identifier, Customer cost center, Customer use code, project, program (Federal or otherwise), tower, and such factors as requested by the applicable Authorized User. 2) For all Charges Supplier shall provide data to support the Charges by the factors described above. 3) All Supplier Charges shall comply with 2 CFR part ) It is anticipated that VITA s and other Authorized Users chargeback solution will transform and be modified during the term of the applicable SOWs, and Supplier shall provide the applicable information to enable VITA to adjust the chargeback system and procedures accordingly as described above to either VITA or other Authorized User (or designee) as part of the Services under each SOW Termination Charges 11.0 Projects There are no termination charges for the Services. Resource Units are elected annually and are paid annually or quarterly. If the Commonwealth elects Resource Units for a given year, selects quarterly payments, and then terminates the service for convenience, pursuant to Section 4(C) of the MSA, in the middle of that Contract Year, then, subject to Section 4(H) of the MSA, the remaining quarterly payments are due for that year and no refunds or credits will be returned. 1) Project Services. a) Remuneration Models. If and only to the extent requested and approved by the Authorized User, the Authorized User may engage Supplier to perform Project Services under a SOW. It is expressly acknowledged and agreed by Supplier and VITA that under no circumstances shall Services then currently in scope to be provided by Supplier under a SOW be converted into Project Services for which there shall be additional Charge. Without limiting the foregoing, to the extent such Project Services constitutes Additional Services for which additional Charges are payable pursuant to Section 3.D (Additional Services) of the MSA, such Project shall be documented in an order under the SOW executed by Supplier and the Authorized User detailing the Project, including Deliverables (the Order ). The alternative pricing methodologies that may be used for Project Services are as follows: i) Fixed Fee. To the extent that a Project is identified as Fixed Fee in the applicable Order, Supplier shall perform the Project Services specified in such Order for such Exhibit 4 (Pricing and Financial Provisions) Page 9 of 19

86 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 fee as may be specified in such Order. Charges for Fixed Fee Projects are not adjusted based on the actual time expended by Supplier Personnel in the performance of the Project Services. Unless otherwise specified in the Order, the Fixed Fee shall be invoiced based upon Authorized User s Acceptance of Deliverables. Each Order shall specify the portion of the Fixed Fee to be invoiced by Supplier upon Authorized User s Acceptance of a Deliverable. If the applicable Order does not specify the portion of the Fixed Fee associated with each Deliverable, then Supplier shall invoice the portion of the Fixed Fee allocated to a specific month in the month after all Deliverables that were to be completed in such specific month are Accepted by the Authorized User. With respect to each proposal for a Project to be performed on a Fixed Fee basis, Supplier shall provide a detailed breakdown of the estimated effort required to complete each Project Deliverable by resource category, skill type, skill level and location (the Fixed Fee Project Breakdown ). The Fixed Fee Project Breakdown must demonstrate that the Fixed Fee for each Project is based on the applicable rates in Exhibit 4A or the applicable SOW, with an additional and appropriate risk contingency applied as appropriate, and any pricing for specific Supplier assets. The Parties acknowledge and agree that the preferred remuneration model for Project Services is Fixed Fee, and shall be the method used if requested by the applicable Authorized User. ii) T&M. To the extent that a Project is identified as T&M in the applicable Order, payment shall be determined based on the actual Productive Hours expended by Supplier Personnel in performing such Project and providing Authorized User the Deliverables as defined in such Order. iii) Capped T&M. To the extent that a Project is identified as Capped T&M in the applicable Order, payment shall be determined in the same manner as T&M Projects, but such payment shall be subject to the cap specified in such Order. Such cap represents the maximum amount that may be charged even if the actual Productive Hours expended by Supplier Personnel to perform such Project would otherwise have resulted in higher Charges. For the avoidance of doubt, Supplier must complete the Project Services and provide the Deliverables specified in a Capped T&M Order (excluding changes requested by Customer and agreed to through the Change Control Procedures) even if Supplier incorrectly estimated the resources or level of effort required to perform such Project Services or provide such Deliverables. 2) T&M and Capped T&M Calculation Rules. a) Productive Hours means the number of productive hours actually worked by Supplier Personnel to provide the Services. Productive Hours do not include: i) Vacation time, holiday time, medical leave, military leave, non-productive commuter travel time and other analogous time; ii) Time expended by Supplier Personnel to remedy Supplier performance failures or perform warranty services; iii) Time not authorized by the Authorized User; or Exhibit 4 (Pricing and Financial Provisions) Page 10 of 19

87 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 iv) Time devoted to any Supplier overhead functions. b) Supplier shall invoice Customer in each service term for, and Customer shall pay in accordance with Section 6 (Charges; Payment Procedure) of the MSA, with respect to each individual Supplier Personnel performing Project Services (other than with respect to Fixed Fee Projects), the product of: i) the hourly rate applicable to him or her in his or her role in such month as set forth in the applicable rate card set forth in Exhibit 4-B (Milestones Charges) or the applicable Order and the number of Productive Hours that he or she devoted to providing such Project Services during such month, subject to the limitations in Section 11.0(2)(c) below. c) Invoicing is subject to the following limitations: i) If the Parties have expressly agreed on a maximum number of Productive Hours in an Order, Supplier shall not charge for Productive Hours beyond such maximum. ii) The maximum number of hours Supplier may invoice Authorized User in any month for a single authorized position shall not exceed the quotient of (A) the annual Productive Hours specified in Exhibit 4-B (Milestones Charges) or the applicable SOW for the Supplier Personnel performing Services in such position and (B) twelve (12). For this purpose, position means an authorized role (e.g., senior programmer) specified in the applicable Order for such role. In no event shall an individual Supplier Personnel represent more than one (1) FTE for any single period. 3) Productive Hours Reports. Supplier shall provide a monthly report showing all Productive Hours worked by Supplier Personnel for all work that utilizes T&M and Capped T&M remuneration models. 4) Project Termination. Authorized User may terminate an Order for Project Services for convenience by providing Supplier at least ten (10) business days notice prior to the effective date of such termination. In such case, Authorized User shall pay (a) with respect to all such Orders except Fixed Fee Project Services Orders, for all Services rendered by Supplier under such Order through the effective date of such termination in accordance with the pricing methodology specified in such Order and (b) with respect to Fixed Fee Project Services Orders, for all Services rendered by Supplier under such Orders through the effective date of such termination on a T&M basis, subject to a cap of the applicable Fixed Fees. To the extent payments have already been made under such Orders, the amount to be paid shall be reduced by the amount of such payments. The maximum number of person days included in the calculation of such early termination payment shall not exceed the planned Supplier Productive Hours (in accordance with the then-current Project plan) through the effective date of such termination by more than fifteen percent (15%). 5) Project Services Out-of-Pocket Expenses. Unless otherwise agreed in the applicable Order, Authorized User shall reimburse Supplier Exhibit 4 (Pricing and Financial Provisions) Page 11 of 19

88 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, Resource Units for actual and necessary travel and living expenses reasonably incurred by Supplier Personnel in providing Project Services under T&M and Capped T&M pricing methodologies subject to and in accordance with the terms set forth below: a) The travel and living expenses to be reimbursed by Authorized User shall not exceed the cap agreed upon and specified in the applicable Order, which shall not be greater than five percent (5%) of the budgeted Charges under such Order, unless agreed otherwise in such Order. b) Supplier shall comply with the Authorized User s travel policies, including as specified in Section 6 (Charges; Payment Procedure) of the MSA. If compliance with any travel policy of Supplier shall result in lower reimbursable expenses for Authorized User than compliance with the relevant Authorized User travel policy, Supplier shall report such Supplier policy to Authorized User and upon Authorized User s approval, comply with such Supplier policy. c) Authorized User shall not be obligated to pay or reimburse Supplier or Supplier Personnel for travel time. d) Authorized User shall not be obligated to reimburse Supplier for travel and living expenses incurred by any individual Supplier Personnel in performing Services at a site located within the same number of miles for a round trip between such individual Supplier Personnel s place of residence and his or her local Supplier office. e) Air transportation reimbursable hereunder shall be coach-economy and any entertainment by or on behalf of Supplier Personnel shall be at no cost to Authorized User. f) Reimbursement of meal expenses shall not include alcoholic beverages. g) Supplier shall provide a summary report of expenses broken down by major categories. Authorized User specific requirements for such report may vary by Order. In addition, Supplier shall maintain documentation for all invoiced travel and living expenses and, at Authorized User s request, shall provide Authorized User with copies of such documentation. 1) Google Apps for Work. Google Apps for Work shall be a Resource Unit. One (1) Resource Unit shall equal one discrete identification (excluding resource mailboxes, distribution lists, and any other mail identification not associated with an End User) approved by the applicable Authorized User. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the services Environments and to provide the Solution which includes Messaging Services ( , calendar, contacts, groups, chat, hangouts), Mobile Devices Exhibit 4 (Pricing and Financial Provisions) Page 12 of 19

89 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 Management Services, and Enterprise Collaboration Services (30 GB of combined mail and drive storage as well as productivity applications including, docs, sheets, slides, drawings, sites, forms); b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B Milestones; c) Storage and backup for , with a minimum mailbox size requirement of 30GB. Usage can be viewed by accessing the Google Apps administrative control panel to view valid license counts at any time. 2) Google Vault. Google Vault shall be a resource unit. One (1) Resource Unit shall be equal to one Google Vault user approved by the applicable Authorized User. This Resource Unit is an add on to Google Apps for Work Charges for the Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the services Environments and to provide the Solution which includes ediscovery, Archive, and Data Retention. Data stored in Google Vault does not count against the 30 GB storage limit for Google Apps for Work; b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B; c) Storage used for Archiving, Data Retention, and ediscovery in Google Vault does not count against the 30 GB mail and drive storage limit of Google Apps for Work. Usage can be viewed by accessing the Google Apps administrative control panel to view valid license counts at any time. 3) Google Apps Unlimited. Google Apps Unlimited shall be a Resource Unit. One (1) Resource Unit for Google Apps Unlimited shall equal one discrete identification (excluding resource mailboxes, distribution lists, and any other mail identification not associated with an End User) approved by the applicable Authorized User. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the services Environment and to provide the Solution which include all of the Services included in Google Apps for Work, Google Vault and unlimited storage, advanced reporting and auditing, and advanced data loss prevention; Exhibit 4 (Pricing and Financial Provisions) Page 13 of 19

90 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B; c) Unlimited and drive storage. Usage can be viewed by accessing the Google Apps administrative control panel to view valid license counts at any time. 4) Google for Work Lite. Google for Work Lite shall be a Resource Unit. One (1) Resource Unit for Google for Work Lite shall equal one discrete identification (excluding resource mailboxes, distribution lists, and any other mail identification not associated with an End User) approved by the applicable Authorized User. Google for Work Lite is intended for non-gmail users that require virus and spam filtering only. No other applications will be enabled for this user and Google / Tempus Nova reserve the right to audit the usage. Should such a user have been granted access to any other services beyond the virus and spam filtering services, at the next renewal, either the GAFW or GAU license will be applied, should such additional usage be continued. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the virus and spam filtering services Environment and to provide the Solution; b) Services and project activities (including installation and discontinuance); c) Configuration of the non-gmail mailbox user settings to route valid mail to the non- Gmail system currently in use, storage of spam in the Google Message Center, and scheduling the Quarantine Summary report to be delivered to the end user per customer request. 5) Virtru Encryption. Virtru Encryption shall be a Resource Unit. It is an add on intended for use with the GAFW and GAU. Any user intending to consume Virtru Encryption must also have either GAFW or GAU. One (1) Resource Unit for Virtru Encryption shall be equal to one discrete identification which provides enhanced encryption over and above the level of encryption included in the GAFW or GAU Resource Units as approved by the applicable Authorized User. Virtru Encryption is a component of CJIS and FTI compliance through the application of end to end encryption. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the services Environment and to provide the Solution; Exhibit 4 (Pricing and Financial Provisions) Page 14 of 19

91 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B. Usage can be viewed by accessing the Google Apps administrative control panel to view valid license counts at any time. 6) Virtru Drive Encryption. Virtru Drive Encryption shall be a Resource Unit. It is an add on intended for use with the GAFW and GAU. Any user intending to consume Virtru Drive Encryption must also have either GAFW or GAU. One (1) Resource Unit for Virtru Drive Encryption shall be equal to one discrete identification which provides enhanced encryption over and above the level of encryption included in the GAFW or GAU Resource Units as approved by the applicable Authorized User. Virtru Drive Encryption is a component of CJIS and FTI compliance through the application of end to end encryption. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the services Environment and to provide the Solution; b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B. Usage can be viewed by accessing the Google Apps administrative control panel to view valid license counts at any time. 7) Virtru Combined and Drive Encryption. Virtru Combined and Drive Encryption shall be a Resource Unit. It is an add on intended for use with the GAFW and GAU for Authorized Users that require additional encryption for regulated data beyond what is provided with the Google Apps core services. Any user intending to consume Virtru Combined and Drive Encryption must also have either GAFW or GAU. One (1) Resource Unit for Virtru Drive Encryption shall be equal to one discrete identification which provides enhanced encryption over and above the level of encryption included in the GAFW or GAU Resource Units as approved by the applicable Authorized User. Virtru and Drive Encryption is a component of CJIS and FTI compliance through the application of end to end encryption. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the services Environment and to provide the Solution; Exhibit 4 (Pricing and Financial Provisions) Page 15 of 19

92 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B. Usage can be viewed by accessing the Google Apps administrative control panel to view valid license counts at any time. 8) Esna Officelinx. Esna Officelinx shall be a Resource Unit. It is an add on intended for use with the GAFW and GAU for Authorized users that want to integrate with their current voice or fax messaging services. Any user intending to consume Esna Officelinx must also have either GAFW or GAU. One (1) Resource Unit for Esna Officelinx shall equal one discrete identification which provides enhanced unified communications and VOIP integration. Esna integrates with phone systems to allow or enable voic and fax communications to work with Google s system. Officelinx is a Unified Communication platform that extends real time communications and collaboration across Google Apps. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the services Environments and to provide the Solution; b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B; Usage can be viewed by accessing the Esna administrative control panel to view valid license counts at any time. 9) Esna SR140 Fax Software Integration. Esna SR140 Fax Software shall be a Resource Unit. It is an add on intended for use with the GAFW and GAU for Authorized users that want to send outbound fax messages from Gmail. Any user intending to consume Esna SR140 Fax Software must also have Esna Officelinx and either GAFW or GAU. One (1) Resource Unit for Esna SR140 Fax Software shall equal to two fax ports on the Officelinx Server to be integrated with existing PBX SIP Trunks. This Resource Unit is a one time fixed cost. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, and maintenance necessary to manage, maintain, and enhance the fax services Environments and to provide the Solution; b) Services and project activities (including installation and discontinuance). 10) AODocs or other comparable third party application. AODocs or other comparable third party application shall be a Resource Unit. It is an add on Exhibit 4 (Pricing and Financial Provisions) Page 16 of 19

93 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 intended for use with the GAFW and GAU for Authorized users that want to replace SharePoint. Any user intending to consume AODocs or other comparable third party application must also have either GAFW or GAU One (1) Resource Unit for AODocs or other comparable third party application shall be a discrete identification which provides enterprise document management capability, workflow and SharePoint to Google Apps integration. AODocs or other comparable third party application offer all the features of SharePoint Document Libraries and Lists built on top of Google Drive. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the services Environments and to provide the Solution; b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B; Usage can be viewed by accessing the Google Apps administrative control panel to view valid license counts at any time. 11) Single Sign On (SSO) Okta. Single Sign On shall be a Resource Unit. It is an add on intended for use with the GAFW and GAU for Authorized Users that want to integrate authentication with their existing directory service. Any user intending to consume SSO must also have either GAFW or GAU One (1) Resource Unit for SSO shall be a discrete identification which provides a secure comprehensive Active Directory integration that enables End Users to log in to COV systems using their Active Directory credentials for automatic authentication. The solution will provide validation without exposing sensitive account properties and without providing the application provider any ability to log on to, view, query or manipulate the COV Active Directory. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the single sign on services Environment and to provide the Solution; b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B. 12) Universal Directory (UD) Okta. Universal Directory (UD) shall be a Resource Unit. It is an add on intended for use with the GAFW and GAU for Authorized Users that want a cloud based user store to customize, organize, and manage any set of user attributes. Any user intending to consume UD must Exhibit 4 (Pricing and Financial Provisions) Page 17 of 19

94 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, 2016 also have either GAFW or GAU One (1) Resource Unit for UD shall be a discrete identification which provides a cloud based user store to customize, organize, and manage any set of user attributes. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the UD services Environment and to provide the Solution; b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B. 13) Multi-factor Authentication (MFA) Okta. MFA shall be a Resource Unit. It is an add on intended for use with the GAFW and GAU for Authorized Users that want increased protection against a range of attacks that rely on user credentials. Any user intending to consume MFA must also have either GAFW or GAU One (1) Resource Unit for MFA shall be a discrete identification which provides increased protection against a range of attacks that rely on user credentials. Charges for this Resource Unit shall be inclusive of the following: a) All labor, Software, Hardware and maintenance necessary to manage, maintain, and enhance the MFA services Environment and to provide the Solution; b) Services and project activities (including installation and discontinuance), but not including the initial one time migration from the applicable Authorized User s and Customers existing Environment as specified in Exhibit 4B. 14) Migration from Exchange. Enterprise Migration as specified in Exhibit 4-B (Milestone Charges) together with this per user migration cost specified in Exhibit 4A constitutes the total migration charges. Migration from Exchange shall be billed as a one-time charge per Resource Unit as specified in Exhibit 4-A (Pricing and Volumes Matrix). The Charges for this Resource Unit shall be inclusive of all resource input, including the following: a) All Labor, Software, and Maintenance but not Hardware necessary for the initial one time migration from the Authorized User s existing Exchange solution, exclusive of the initial one time migration of archives (e.g. PST files) as specified in Exhibit 4-A (Pricing and Volumes Matrix). Exhibit 4 (Pricing and Financial Provisions) Page 18 of 19

95 Contract No. VA TEMP, Exhibit 4 (Pricing and Financial Provisions) July 20, ) Migration from Non-Exchange Migration from Non-Exchange System shall be a Resource Unit Category. Migration from a Non-Exchange source as specified in Exhibit 4-B (Milestone Charges) together with this per user migration cost specified in Exhibit 4-A (Pricing and Volumes Matrix) constitutes the total migration charges. Migration from a Non-Exchange source shall be billed as a one-time charge per Resource Unit as specified in Exhibit 4-A (Pricing and Volumes Matrix). The Charges for this Resource Unit shall be inclusive of all resource input, including the following: a) All Labor, Software, and Maintenance but not Hardware necessary for the initial one time migration from the Authorized User s existing Non-Exchange solution, exclusive of the initial one time migration of personal archives as specified in Exhibit 4-A (Pricing and Volumes Matrix). 16) Level I Service Desk Users Service Desk Users shall be a Resource Unit Category. One (1) Resource Unit shall equal one discrete Service Desk User as approved by the Authorized User. This is an optional add-on to provide end user help desk services to replace or augment any existing end user help desk services. Standard Tier 2 help desk services are inclusive with the Google Apps for Work, Google Apps Unlimited and Vault Resource Units. The pricing includes: a) CONUS Level 1 and Level 2 Service Desk Support. b) Level 1 Service Desk Support includes end user help desk support for all Supplier services including Google Apps how to questions, questions or issues related to third party tools such as Virtru, and escalations to Supplier and Google for incident resolution. c) The Charges for this Resource Unit Category shall be inclusive of all resource input, including All labor, Software, Hardware and Maintenance necessary to manage, maintain and enhance the Service Desk. d) The minimum service term one consecutive month invoiced quarterly. Usage shall be provided via a report approved by the Authorized User. Exhibit 4 (Pricing and Financial Provisions) Page 19 of 19

96 Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Contract No. VA TEMP Exhibit 4 A: Pricing and Volumes Matrix Exhibit 4 A Pricing and Volumes Matrix Contract No. VA TEMP July 20, 2016 COMMONWEALTH OF VIRGINIA VIRGINIA INFORMATION TECHNOLOGIES AGENCY (VITA) SUPPLY CHAIN MANAGEMENT DIVISION MEADOWVILLE LANE CHESTER, VIRGINIA Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Title Page

97 Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Title Page

98 Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Service Catalog Tiered Rates # of User Licenses Year 1 Price Per User Year 2 Price Per User Year 3 Price Per User Year 4 Price Per User Year 5 Price Per User Option Years Year 6 Price Per User Year 7 Price Per User Messaging Services, Mobile Device Management Services & Enterprise Collaboration Services Product Description License Type Google Apps for Work (GAFW) <9,999 $24.00 $24.00 $24.00 $41.50 $41.50 $41.50 $41.50 Google Apps for Work (GAFW) >10,000 $9.95 $9.95 $9.95 $18.50 $32.00 $32.00 $32.00 Google Vault <9,999 $24.00 $24.00 $24.00 $41.50 $41.50 $41.50 $41.50 Google Vault >10,000 $9.95 $9.95 $9.95 $18.50 $32.00 $32.00 $32.00 Google Apps Unlimited (GAU) <9,999 $58.00 $58.00 $58.00 $99.00 $99.00 $99.00 $99.00 Google Apps Unlimited (GAU) >10,000 $38.50 $38.50 $38.50 $65.50 $87.00 $87.00 $87.00 Google for Work Lite ALL $17.25 $17.25 $17.25 $19.71 $19.71 $19.71 $19.71 Virtru Encryption <9,999 $41.50 $41.50 $41.50 $62.00 $62.00 $62.00 $62.00 Virtru Encryption >10,000 $28.00 $28.00 $28.00 $41.00 $54.50 $54.50 $54.50 Virtru Drive Encryption <9,999 $41.50 $41.50 $41.50 $62.00 $62.00 $62.00 $62.00 Virtru Drive Encryption >10,000 $28.00 $28.00 $28.00 $41.00 $54.50 $54.50 $54.50 Virtru Combined & Drive Encryption <9,999 $40.00 $40.00 $40.00 $40.00 $40.00 $40.00 $40.00 Virtru Combined & Drive Encryption >10,000 $26.52 $26.52 $26.52 $26.52 $26.52 $26.52 $26.52 Esna OfficeLinx for Google Apps ALL $23.00 $23.00 $23.00 $23.00 $23.00 $23.00 $23.00 Esna SR140 Port License (Minimum of 2 Ports, one time licenses) ALL $1, $1, $1, $1, $1, $1, $1, AoDocs Document Management <999 $72.50 $72.50 $72.50 $72.50 $72.50 $72.50 $72.50 AoDocs Document Management >1,000 $72.00 $72.00 $72.00 $72.00 $72.00 $72.00 $72.00 AoDocs Document Management >2,000 $70.50 $70.50 $70.50 $70.50 $70.50 $70.50 $70.50 AoDocs Document Management >3,000 $69.00 $69.00 $69.00 $69.00 $69.00 $69.00 $69.00 AoDocs Document Management >4,000 $67.50 $67.50 $67.50 $67.50 $67.50 $67.50 $67.50 AoDocs Document Management >5,000 $66.00 $66.00 $66.00 $66.00 $66.00 $66.00 $66.00 AoDocs Document Management >6,000 $64.50 $64.50 $64.50 $64.50 $64.50 $64.50 $64.50 AoDocs Document Management >7,000 $63.00 $63.00 $63.00 $63.00 $63.00 $63.00 $63.00 AoDocs Document Management >8,000 $61.50 $61.50 $61.50 $61.50 $61.50 $61.50 $61.50 AoDocs Document Management >9,000 $60.00 $60.00 $60.00 $60.00 $60.00 $60.00 $60.00 AoDocs Document Management > 10,000 $58.50 $58.50 $58.50 $58.50 $58.50 $58.50 $58.50 Okta SSO (Unlimited Apps) <9,999 $22.90 $22.90 $22.90 $22.90 $22.90 $24.50 $26.21 Okta SSO (Unlimited Apps) >10,000 $12.00 $12.00 $12.00 $12.00 $12.00 $12.84 $13.74 Okta Universal Directory (UD) <9,999 $11.45 $11.45 $11.45 $11.45 $11.45 $12.25 $13.11 Okta Universal Directory (UD) >10,000 $6.00 $6.00 $6.00 $6.00 $6.00 $6.42 $6.87 Okta Multi-factor Authentication (MFA) <9,999 $34.34 $34.34 $34.34 $34.34 $34.34 $36.75 $39.32 Okta Multi-factor Authentication (MFA) >10,000 $18.00 $18.00 $18.00 $18.00 $18.00 $19.26 $20.61 Okta Bundled Solution (SSO, UD, MFA) >55,000 $9.00 $9.00 $9.00 $9.00 $9.00 $9.63 $10.30 BlackBerry Support (BB 10+ Devices) ALL $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Service Description Item Per User Cost Year 1 Price Per User Year 2 Price Per User Year 3 Price Per User Year 4 Price Per User Year 5 Price Per User Year 6 Price Per User Year 7 Price Per User Migration from Exchange* ALL $3.00 $3.00 $3.00 $3.00 $3.00 $3.00 $3.00 Migration from Non-Exchange System ALL $12.00 $12.00 $12.00 $12.00 $12.00 $12.00 $12.00 Daily Onsite Rate (All Resources & Roles) ALL $1, $1, $1, $1, $1, $1, $1, Each Additional Phase Beyond Phase IIIc (Participation of < 3,000 Users, Not to Exceed 6 Weeks, Includes All Implementation Services from Exhibit 4B) Each Additional Phase Beyond Phase IIIc (Minimum Participation of 3,000 Users, Not to Exceed 8 Weeks, Includes All Implementation Services from Exhibit 4B) Each Additional Phase Beyond Phase IIIc (Minimum Participation of 5,000 Users, Not to Exceed 10 Weeks, Includes All Implementation Services from Exhibit 4B) Each Additional Phase Beyond Phase IIIc (Minimum Participation of 8,000 Users, Not to Exceed 12 Weeks, Includes All Implementation Services from Exhibit 4B) ALL $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 ALL $40.00 $40.00 $40.00 $40.00 $40.00 $40.00 $40.00 ALL $37.00 $37.00 $37.00 $37.00 $37.00 $37.00 $37.00 ALL $35.00 $35.00 $35.00 $35.00 $35.00 $35.00 $35.00 Level 1 Service Desk (PCH) Service Desk Authorized Users <9,999 $3.50 $3.50 $3.50 $3.50 $3.50 $3.50 $3.50 Service Desk Authorized Users >10,000 $3.00 $3.00 $3.00 $3.00 $3.00 $3.00 $3.00 Service Desk Authorized Users >20,000 $2.75 $2.75 $2.75 $2.75 $2.75 $2.75 $2.75 Service Desk Authorized Users >50,000 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 Service Desk Authorized Users >60,000 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Service Catalog

99 Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Rate Card $ As a professional consulting firm, Tempus Nova utilizes a flat hourly rate for all resources. We are providing a per hour rate for all services and will not escalate those prices throughout the contract term. Optional Years Resource Type Units Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Account Manager Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Solutions Architect Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 PMP Project Manager Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Transition Specialis Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Implementation Manager Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Solution Architect Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Senior Developer Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Director of BT Services (Training & Change Management) Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Google Certified Deployment Specialist(s Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Google Certified Trainer(s) Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Documentation Specialist Hours $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 $ 125 Onsite Daily Rate (NOT Inclusive of Travel) Daily $ 1,500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 Hours $ - $ - $ - $ - $ - $ - $ - * The onsite daily rate does NOT include travel costs. Tempus Nova will complete the majority of project work remotely. We have estimated travel for the kick off meeting and each of the six go lives (i.e. Phases and subphases of 1 through 3). All labor and travel cost for the implementation is included in the milestones described in exhibit 4-B. We have provided a daily rate in the event more onsite presence/travel is required. Tempus Nova will bill the Authorized User for allowable travel costs if any incremental labor over and above the milestone in exhbit 4-B is purchased by the Commonwealth. Tempus Nova will follow the Commonwealth's travel policies and guidellines. Resource Type Minimum Yrs Exp in Role Total Experience Role Description Qualification i. Responsible for servicing the overall account and is involved in all aspects of relationshipo management and customer 20+ years of account management experience satisfaction. Account Manager Solutions Architect Communicates regularly with Google and the COV to ensure ii. we are meeting expectations. iii. Supports the Tempus Nova Project Manager. Executes decisional authority on behalf of Tempus Nova and iv. Signatory authority for the Supplier executes contractual obligations. i. ii. Supports the Implementation Manager and Deployment Team throughout implementation. Analyzes complex system requirements and supports technical requirements validation. iii. Provides technical expertise in resolving complex issues. 20+ years of migrating data from Lotus Notes, Exchange, GroupWise, Sun ONE, and other legacy systems to Google Apps Google Certified Deployment Specialist Subject Matter Expert in Lotus Notes, Microsoft, GroupWise, SunONE, and other legacy systems iv. Supports Project Manager in ensuring technical compliance. i. Provides development expertise throughout implementation. 10+ years of development on various platforms Senior Developer ii. Develops applications, code, and scripts to support the project. iii. Provides technical expertise in resolving complex issues. Google Qualified Cloud Platform Developer Subject Matter Expert in Domino, Java, Python, HTML iv. Supports Project Manager in ensuring technical compliance. PMP Project Manager 5 10 i. Serves as the single point of contact for all project related inquiries from the COV or VITA and facilitates communication between the COV and Tempus Nova and ii. Develops and maintains the Project Plan. Provides weekly status updates to the entire project team iii. and identifies and resolves issues/risks. PMP certification 10 years of project management experience, 5 years of Google Apps project management experience Ensures all deliverables and project activities are tracked and iv. managed successfully throughout the project. i. Provides guidance and oversight across all IPTs. PMP certification, technical experience, previous experience managing complex large enterprise Google Apps transitions Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Rate Card

100 Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Transition Specialist 6 10 ii. Works with the PM to identify gaps between the workstreams. 10 years of project management experience, 6 years of Google Apps project management experience iii. Identifies and resolves issues/risks. Aligns the overall goals of the project across all workstreams iv. throughout the project. Director of BT Services (Training & Change Management) 5 15 i. ii. Works with the COV to coordinate training throughout implementation. Manages the training schedule and assigns Google Certified iii. Trainers. Works with VITA resources to ensure agency specific iv. initiatives and policies are reflected in the training deliverable and strategic communications. Google Certified Trainer, Google App Certified Sales Specialist, Google Certified Administrator 15 years of experience in education instruction and Develops the Training Plan, Training Schedule, and Change corporate training with 5 years of Google Apps training Management Plan. and change management experience Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Rate Card

101 Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Implementation Manager 3 5 Serves as the single point of contact for all technical related i. Google Certified Deployment Specialist inquiries from the COV or VITA. ii. Oversees the Google Apps Deployment Specialists and 5 years of implementation and migration experience with Coordinates technical requirements during implementation, including Google Apps configuration, user provisioning, mail iii. routing, GADS implementation, application integration, and data migration. Identifies and manages technical risk factors and risk iv. mitigation for technical requirements. i. Ensures the COV technical environment is configured successful to implement the Google Apps solution. Google Certified Deployment Specialist Manages and monitors the migration ensuring adequate VMs 5 years of implementation and migration experience with ii. are setup and configured, confirming data fidelity, and at least 3 years of Google Apps implementation providing troubleshooting during migration. experience Google Certified Deployment Specialist(s) 3 5 Responsible for ensuring mail is routing properly (MX Record is configured properly), users are provisioned, integration of iii. applications (SMTP routing), and GADS is implemented for user provisioning. Delivers technical training to the COV IT staff (Administering iv. Google Apps, Supporting Google Apps, and ediscovery with Google Vault). i. Creates and updates business, technical and functional documentation. ii. Assists the project team to capture meeting notes, follow up and action items. 5 years of technical documentation experience with at least 2 years of Google Apps implementation experience Documentation Specialist 3 5 Responsible for ensuring documentation is up to date iii. throughout the project. iv. Captures FAQs and knowledge base information. Google Certified Trainers 3 10 i. ii. Delivers End User training and Executive training in VILT and Google Certified Trainer onsite ILT format. Supports the PM in developing resources and materials for the COV End User Support Center. Records Google Apps training classes for on demand iii. training. 10 years of experience in both education instruction and corporate training with at least 3 years of Google Apps training experience. Supports the Training & Change Management Lead with iv. providing training documentation (i.e., Course Syllabus, Quic Start Guides, Training Presos, etc.). Contract No. VA TEMP, Exhibit 4 A (Pricing and Volumes Matrix) Rate Card

102 Contract No. VA TEMP, Exhibit 4-C (Sample Invoice) July 20, 2016 Tempus Nova, Inc Larimer St, #217 Denver, CO (877) Invoice BILL TO Virginia Information Technologies Agency Meadowville Lane Chester, VA SHIP TO Virginia Information Technologies Agency Meadowville Lane Chester, VA INVOICE # DATE TOTAL DUE DUE DATE TERMS ENCLOSED /08/2016 $146, /07/2016 Net 30 ACTIVITY QTY RATE AMOUNT Year 1 License Agreement Google Apps for Work (GAfW) - GAPPS-PREM-1USER-12MO - $9.95ea = $587, Please see attached CSV file for detailed license information GAPPS-PREM-1USER-12MO 1st quarterly payment due 7/31/ , , Thank you for being a valued Tempus Nova customer! BALANCE DUE $146, Exhibit 4-C (Sample Invoice)

103 Contract No. VA TEMP, Exhibit 4-D (Services Tiers Matrix) July 20, 2016 VITA Services Tiers Matrix The chart below illustrates the features included with each of the following editions: Google Apps Unlimited Google Apps for Work Google Apps for Work Apps Unlimited Apps for Work Messaging: Gmail, Calendar, Contacts Storage and collaboration: Drive, Docs Messaging: Hangouts Web forums and shared inboxes: Groups for Business and document search, retention: Vault X * GMail and Calendar business travel planning Google Keep, Web and Device Sync Inbox by GMail Other Google services: Blogger, YouTube, etc. * Google Vault is available with Google Apps for Work as a paid add on. Exhibit 4-D (Service Tiers Matrix) 1

104 Contract No. VA TEMP, Exhibit 4-D (Services Tiers Matrix) July 20, 2016 Usage and support Apps Unlimited Apps for Work Maximum number of users Unlimited Unlimited , document, image storage per user Unlimited * 30 GB 99.9% uptime guarantee 24/7 phone support Priority support * Google Apps Unlimited accounts with 4 or fewer users get 1 TB per user. VITA Domain Apps Unlimited Apps for Work Your custom address ( you@yourcompany.com or.org or.gov) Your www address in Google Sites ( Gmail ads turned off Addresses at multiple domains (you@company2.com) Exhibit 4-D (Service Tiers Matrix) 2

105 Contract No. VA TEMP, Exhibit 4-D (Services Tiers Matrix) July 20, 2016 Security and business controls Apps Unlimited Apps for Work Enhanced log search Password monitoring and strength control 2 step verification Single Sign On (SSO) Enforced SSL connections Mobile device management Advanced Drive auditing and reports Advanced Drive administrator controls X X Calendar Audit Log Force Hangout Chat Off or On The Record SSAE16 Type II/SOC 2 / SOC 3 ISO27001 FISMA FedRAMP (in process) HIPAA BAA CJIS, Integration with 3rd party Encryption as a Service tools (i.e. Virtru) Exhibit 4-D (Service Tiers Matrix) 3

106 Contract No. VA TEMP, Exhibit 4-D (Services Tiers Matrix) July 20, 2016 Contacts, lists, and groups Apps Unlimited Apps for Work Mailing lists (admin controlled) Mailing lists (user controlled) Global directory (internal contacts) Global directory (external contacts) Forums and collaborative inboxes Access options Apps Unlimited Apps for Work Any web browser Mobile phones and tablets Offline mail and Docs editors Voice and video chat IMAP and POP mail programs Microsoft Outlook Exhibit 4-D (Service Tiers Matrix) 4

107 Contract No. VA TEMP, Exhibit 4-D (Services Tiers Matrix) July 20, 2016 Data import (mail, contacts, calendars) Apps Unlimited Apps for Work Single user import from Microsoft Outlook import from webmail host Multi user import from Microsoft Outlook Multi user import from Lotus Notes Enterprise sync options Apps Unlimited Apps for Work Sync user data with your LDAP server Use Exchange Calendar with Google Apps Exhibit 4-D (Service Tiers Matrix) 5