200000000622.pdf

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Attached to
Michigan State Police MI|MA250000001205
Contract number
MA250000001205
Issued by
Michigan

About this file

This document is a multi-year state contract between the State of Michigan and West Publishing Corporation (Thomson Reuters) for statewide legal research databases and legal print products. The contract involves multiple Michigan state agencies and departments, including the Department of Technology, Management and Budget (DTMB), Attorney General's Office, Department of Education, Department of Natural Resources, Michigan State Police, and various other state governmental entities. The contract is designed to provide legal research resources and services across Michigan's government landscape.

The contract, numbered MA200000000622, provides comprehensive legal research access through Westlaw, with multiple service options ranging from basic legal research to advanced packages including public records and specialty databases. The initial contract term runs from April 1, 2020 to March 31, 2025, with the potential for five additional one-year renewals, extending potentially to March 31, 2030. The estimated aggregate contract value is $5,100,000, with pricing structured in tiered user-based monthly rates. Agencies can select from different research packages (Options 1-3), including basic legal research, public records access, and specialty database configurations. The contract also includes provisions for print product purchases, patron access for the Library of Michigan, and custom package options, with pricing designed to accommodate varying agency needs and user volumes.

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STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Various Emily Massa

(517) 897-7321 massae@michigan.gov

STATE CONTACTS

DTMBC

ontract

A dm inistrator

Program

M anager

Various

WEST PUBLISHING CORP

2900 Ames Crossing Road, suite 100 Eagan MN 55121

Lisa McMahon

763-326-4065 lisa.mcmahonbailey@thomsonreuters.com

CV0050333

N

EW

C O

N

TR

A C

TO

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CONTRACT SUMMARY

STATEWIDE LEGAL RESEARCH DATABASES AND LEGAL PRINT PRODUCTS

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE April 1, 2020 March 31, 2025 5 - 12 Months March 31, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other NoYes

N/AN/A

Contract Number MA200000000622 to

WEST PUBLISHING CORP

610 Opperman Drive Eagan MN 55123

Erin Cicarella

216-645-7060 erin.cicarella@thomsonreuters.com

CV0050333

C U

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EN

T C

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A

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Change Notice Number 4

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

12 Months May 31, 2030

$5,100,000.00 $0.00 $5,100,000.00

DESCRIPTION

Effective July 9th, 2025, the following changes are now incorporated into this contract.

1. The remaining three option years on this contract are now utilized. The new contract expiration date is March 31, 2030.

2. Pricing for the Michigan Department of Education is now revised, see attached CN 4.

3. The vendor contact is changed to Shawn Petersen, shawn.petersen@thomsonreuters.com, 763-326- 6353.

4. Updated Specific Contact Persons:

Contract Administrator (e.g., Reporting)

Lisa McMahon

763.326.4065 lisa.mcmahonbailey@thomsonreuters.com

Westlaw Sales, Account Management, and Training

John Traini, Sr. Sales Executive

763.326.9776 john.traini@thomsonreuters.com

Print Sales and Account Management

Shawn Petersen, Associate Sales Executive

763.326.6353

Shawn.petersen@thomsonreuters.com

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

mailto:lisa.mcmahonbailey@thomsonreuters.com mailto:john.traini@thomsonreuters.com mailto:Shawn.petersen@thomsonreuters.com

AGENCY NAME PHONE EMAIL

AG Valerie Schmidt 517-335-7625 SchmidtV@michigan.gov

MDCR Rebecca Powell 313-456-3832 PowellN@michigan.gov

MGCB Marina Kotsifis 517-241-0347 KotsifisM@michigan.gov

DNR Tracy Drus 517-284-6233 DrusT@michigan.gov

MSP Victoria Olivarez 517-284-3304 OlivarezV1@michigan.gov

MDE Carol Munroe 517-241-3329 MunroeC@michigan.gov

EGLE Lisa VanOstran 517-284-5012 VanOstranL@michigan.gov

LARA Brittanie Davis DavisB48@michigan.gov

MDOS Jonathon Khon 517-241-3886 KhonJ@michigan.gov

LEO Kristin Myers 517-335-5968 MyersK6@michigan.gov

DTMB Gavin Lacambra 517-230-7226 LacambraG1@michigan.gov

DTMB Bethany Preston 517-241-7932 PrestonB2@michigan.gov

DIFS Darcie Payne 517-930-9402 PayneD3@michigan.gov

MSL Jessica Mullen MullenJ3@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA200000000622

Michigan.gov/MiProcurement

Version 2025-1 Page 1 of 4

CN 4 - 20000000622

Subscription Periods Monthly Charges 8/1/2025 - 3/31/2026 $12,105 4/1/2026 - 3/31/2027 $12,347 4/1/2027 - 3/31/2028 $12,594 4/1/2028 - 3/31/2029 $12,846 4/1/2029 - 3/31/2030 $13,103

SP Customer # SH Customer # Sub Material # Sub Material Description Quantity

1000732905 1000732905 13503622 ALR 1ST BLUE BK SUB 1

1000732905 1000732905 13503665 ALR 3D SUB 1

1000732905 1000732905 13503649 ALR 4TH SUB 1

1000732905 1000732905 13503698 ALR 5TH SUB 1

1000732905 1000732905 40381251 ALR 6TH SUB 1

1000732905 1000732905 41777814 ALR 7TH SUB 1

1000732905 1000732905 40381254 ALR FEDERAL 2D SUB 1

1000732905 1000732905 41777805 ALR FEDERAL 3D SUB 1

1000732905 1000732905 13503657 ALR FEDERAL SUB 1

1000732905 1000732905 13503703 ALR LATER CASE SERVICE 2D SUB 1

1000732905 1000732905 13503728 AM JUR PLEADING AND PRACTICE

SUB

1000732905 1000732905 13511773 AUTO LIABILITY INSURANCE SUB 1

1000732905 1000732905 13972622 CIVIL ACTIONS AGAINST STATE

AND LOCAL GOVERNMENT:

DIVISION, AGENCIES, OFFICERS

SUB

1000732905 1000732905 15274868 CIVIL RIGHTS AND CIVIL LIBERTIES

LITIGATION LAW OF SEC 1983 SUB

1000732905 1000732905 21023000 CJS SUB 1

1000732905 1000732905 13974471 COMPLETE MANUAL OF CRIMINAL

FORMS SUB

1000732905 1000732905 13972584 CONSTITUTIONAL RIGHTS OF THE

ACCUSED SUB

1000732905 1000732905 11592666 CRIMINAL PROCEDURE (LAFAVE)

SUB

Version 2025-1 Page 2 of 4

1000732905 1000732905 17910311 DOBBS LAW OF TORTS

PRACTITIONERS EDITION SUB

1000732905 1000732905 13505013 FEDERAL APPEALS JURISDICTION

AND PRACTICE SUB

1000732905 1000732905 21061301 Federal Civil Judicial Procedure and Rules, Subscription

1000732905 1000732905 21064637 Federal Criminal Code and Rules 1

1000732905 1000732905 40730774 FEDERAL HABEAS MANUAL SUB 1

1000732905 1000732905 40529169 FEDERAL JURY PRACTICE AND

INSTRUCTIONS CIVIL COMPANION

SUB

1000732905 1000732905 40750918 FEDERAL JURY PRACTICE AND

INSTRUCTIONS CRIMINAL

COMPANION SUB

1000732905 1000732905 17145866 FEDERAL JURY PRACTICE AND

INSTRUCTIONS SUB

1000732905 1000732905 21049689 FEDERAL SENTENCING

GUIDELINES MANUAL SUB

1000732905 1000732905 13974218 LIFE AND HEALTH INSURANCE LAW

SUB

1000732905 1000732905 13515833 MCQUILLIN LAW OF MUNICIPAL

CORPORATIONS SUB

1000732905 1000732905 13974455 MENTAL CAPACITY: LEGAL AND

MEDICAL ASPECTS OF

ASSESSMENT AND TREATMENT

SUB

1000732905 1000732905 13507377 MI ADMINISTRATIVE LAW SUB 2

1000732905 1000732905 13507822 MI CIVIL JURISPRUDENCE SUB 1

1000732905 1000732905 13507849 MI CIVIL PRACTICE FORMS SUB 1

1000732905 1000732905 21042552 MI COMPILED LAWS ANNO SUB 1

1000732905 1000732905 15641696 MI COURT RULES PRACTICE CIVIL

PROCEDURE HANDBOOK SUB

1000732905 1000732905 15641674 MI COURT RULES PRACTICE

EVIDENCE SUB

1000732905 1000732905 21077488 MI COURT RULES PRACTICE

FORMS SUB

1000732905 1000732905 40029701 MI COURT RULES PRACTICE

GENERAL INDEX SUB

1000732905 1000732905 21094345 MI COURT RULES PRACTICE TEXT

SUB

1000732905 1000732905 41015621 MI COURT RULES STATE,STATE

KEYRULES AND FEDERAL V.I-II SUB

Version 2025-1 Page 3 of 4

1000732905 1000732905 13820024 MI CRIMINAL LAW AND

PROCEDURE SUB

1000732905 1000732905 21012548 MI DIGEST 2D SUB 1

1000732905 1000732905 13507946 MI LAWYERS MANUAL SUB 1

1000732905 1000732905 13507873 MI LAWYERS TRIAL HANDBOOK

SUB

1000732905 1000732905 39030020 MI LEGISLATIVE SERVICE

DISCOUNTED SUB

1000732905 1000732905 13508152 MI LITIGATION FORMS AND

ANALYSIS SUB

1000732905 1000732905 13507938 MI PERSONAL INJURY TORTS SUB 1

1000732905 1000732905 13507954 MI PLANNING FOR ESTATES AND

ADMINISTRATION SUB

1000732905 1000732905 13979481 MI PLEADING AND PRACTICE SUB 1

1000732905 1000732905 13508004 MI PROBATE SUB 1

1000732905 1000732905 30572933 MI PUBLIC EMPLOYEE REPORTER

SUB

1000732905 1000732905 18197279 MI SCAO APPROVED FORMS SUB 1

1000732905 1000732905 21001732 MI SENTENCING GUIDELINES

MANUAL SUB

1000732905 1000732905 12350113 MI TAX GUIDE SUB 1

1000732905 1000732905 15488006 MODERN CONSTITUTIONAL LAW

SUB

1000732905 1000732905 13515957 NICHOLS CYCLOPEDIA OF LEGAL

FORMS SUB

1000732905 1000732905 13516384 PRISONERS AND THE LAW SUB 1

1000732905 1000732905 13516708 RELIGIOUS ORGANIZATION AND

THE LAW SUB

1000732905 1000732905 13516732 RIGHTS OF PRISONERS SUB 1

1000732905 1000732905 21096520 ROBINSON CRIMINAL LAW

DEFENSES SUB

1000732905 1000732905 15033046 ROTHSTEIN OCCUPATIONAL

SAFETY AND HEALTH LAW SUB

1000732905 1000732905 21091936 ROTUNDA TREATISE ON

CONSTITUTIONAL LAW SUB

1000732905 1000732905 11600353 SEARCH AND SEIZURE A TREATISE

ON THE 4TH AMENDMENT (LAFAVE)

SUB

1000732905 1000732905 13516937 SECTION 1983 LITIGATION IN STATE

AND FEDERAL COURTS SUB

Version 2025-1 Page 4 of 4

1000732905 1000732905 13514063 SMOLLA AND NIMMER ON

FREEDOM OF SPEECH SUB

1000732905 1000732905 13975494 STATE AND LOCAL GOVERNMENT

CIVIL RIGHTS LIABILITY SUB

1000732905 1000732905 13517076 STATE AND LOCAL GOVERNMENT

DEBT FINANCING SUB

1000732905 1000732905 15241256 STATE AND LOCAL GOVERNMENT

LAND USE LIABILITY SUB

1000732905 1000732905 16625826 STATE ENVIRONMENTAL LAW SUB 1

1000732905 1000732905 21015016 SUBSTANTIVE CRIMINAL LAW

(LAFAVE ) SUB

1000732905 1000732905 13975524 SUTHERLAND STATUTORY

CONSTRUCTION SUB

1000732905 1000732905 13517615 TESTIMONIAL PRIVILEGES SUB 1

1000732905 1000732905 13517696 UNCHARGED MISCONDUCT

EVIDENCE SUB

1000732905 1000732905 21064157 UNIFORM LAWS ANNO SUB 1

1000732905 1000732905 21048097 USCA SUB 1

1000732905 1000732905 16625406 WATER RIGHTS AND RESOURCES

LAW SUB

1000732905 1000732905 40468084 WEST'S CODE OF FEDERAL

REGULATIONS GENERAL INDEX SUB

1000732905 1000732905 21024007 WORDS AND PHRASES SUB 1

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

STATEWIDE LEGAL RESEARCH DATABASES AND LEGAL PRINT PRODUCTS

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 1, 2020 March 31, 2025 5 - 12 Months March 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

610 Opperman Drive

Eagan MN 55123

Erin Cicarella

216-645-7060 erin.cicarella@thomsonreuters.com

CV0050333

WEST PUBLISHING CORP

C O

N

TR

A C

TO

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Emily Massa

(517) 897-7321

DTMB

Various Various massae@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/AN/A

Change Notice Number 3

Contract Number MA200000000622 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

24 Months March 31, 2027

$3,500,000.00 $1,600,000.00 $5,100,000.00

DESCRIPTION

Effective October 29, 2024 the following changes are hereby incorporated:

1. The Contract is increased by $1,600,000;

2. The State Contract Administrator is now Emily Massa, 517-897-7321, massae@michigan.gov

3. The DIFS Program Manager is changed from Matt Torok to Darcie Payne, 517-930-9402, payned3@michigan.gov;

4. The DTMB Program Manager is changed from Terry Mead to Bethany Preston, 517-241-7932, prestonb2@michigan.gov; and

5. The MSL Program Manager is changed from Heather Callahan to Joseph Froehlich, 517-449-4593, FroehlichJ2@michigan.gov.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on October 29, 2024.

AG Valerie Schmidt 517-335-7625 SchmidtV@michigan.gov

MDCR Rebecca Powell 313-456-3832 PowellN@michigan.gov

MGCB Marina Kotsifis 517-241-0347 KotsifisM@michigan.gov

DNR Tracy Drus 517-284-6233 DrusT@michigan.gov

MSP Victoria Olivarez 517-284-3304 OlivarezV1@michigan.gov

MDE Carol Munroe 517-241-3329 MunroeC@michigan.gov

EGLE Lisa VanOstran 517-284-5012 VanOstranL@michigan.gov

DTMB Bethany Preston 517-241-7932 PrestonB2@michigan.gov

LARA James Long 517-914-5204 LongJ17@michigan.gov

DIFS Darcie Payne 517-930-9402 PayneD3@michigan.gov

MDOS Jonathon Khon 517-241-3886 KhonJ@michigan.gov

LEO Kristin Myers 517-335-5968 MyersK6@michigan.gov

MSL Joseph Froehlich 517-449-4593 FroehlichJ2@michigan.gov

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA200000000622

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

200000000622Contract Number

Various

Jillian Yeates michael.boyd@thomsonreuters.com

Michael Boyd

Eagan, MN 55123

WEST PUBLISHING CORP

CV0050333

952-214-6058

610 Opperman Drive

(517) 275-1131 S

T A

T E

P ro g ra m a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

yeatesj@michigan.gov

$3,500,000.00

April 1, 2020 March 31, 2025

STATEWIDE LEGAL INFORMATION RESEARCH DATABASES AND LEGAL PRINT PRODUCTS

March 31, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 30

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ No☒ Yes

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $3,500,000.00

Effective November 10, 2022, the following changes are hereby incorporated into this Contract:

1. General Terms and Conditions is hereby modified to include Section 14. Administrative Fee and Reporting Section 15.

Extended Purchasing Program as follows:

Section 14. Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor on all transactions with MiDEAL members (including governmental subdivisions and authorized entities).

Administrative fee payments must be made online by check or credit card at: https://www.thepayplace.com/mi/dtmb/adminfee

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

SW

Section 15. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal.

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Central Procurement Services approval.

2. The following Contractor Dedicated Personnel (Schedule A, Section 4.4) have hereby been updated to:

A. Contract Administrator has been changed to Michael Boyd, michael.boyd@thomsonreuters.com, 952-214-6058; Role:

Client Executive; Functions: Customer Q&A, Billing, Training & password/user questions; Location: Michigan.

B. Sales Representative John Traini's location has been updated to Michigan and Ohio.

C. Sales Representative for Print products has been changed to Daniel Johnson, daniel.johnson@thomsonreuters.com, 763-326-4769

3. Please note, the Program Manager for LARA has been changed to James Long, 517-914-5204, longj17@michigan.gov.

4. Westlaw Precision is hereby added to the Contract, Michigan Master Services Agreement ("MSA"), as a customized option for legal information research. When procuring Precision, Thomson Reuters will apply (at a minimum) a 10% discount to provide favorable pricing to State of Michigan Agencies subject to the MSA.

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 200000000622

Valerie Schmidt 517-335-7625 SchmidtV@michigan.govAG

Rebecca Powell 313-456-3832 PowellN@michigan.govMDCR

Marina Kotsifis 517-241-0347 KotsifisM@michigan.govMGCB

Tracy Drus 517-284-6233 DrusT@michigan.govDNR

Victoria Olivarez 517-284-3304 OlivarezV1@michigan.govMSP

Terry Mead 517-335-4062 MeadT@michigan.govDTMB

Carol Munroe 517-241-3329 MunroeC@michigan.govMDE

Lisa VanOstran 517-284-5012 VanOstranL@michigan.govEGLE

James Long 517-914-5204 longj17@michigan.govLARA

Matthew Torok 517-284-8680 torokm@michigan.govDIFS

Jonathon Khon 517-241-3886 KhonJ@michigan.govMDOS

Heather Callahan 517-243-9676 callahanh@michigan.govMSL

Kristin Myers 517-335-5968 MyersK6@michigan.govLEO

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

200000000622Contract Number

Various

Jillian Yeates erin.cicarella@thomsonreuters.com

Erin Cicarella

Eagan, MN 55123

WEST PUBLISHING CORP

CV0050333

216-645-7060

610 Opperman Drive

(517) 275-1131 S

T A

T E

P ro g a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

yeatesj@michigan.gov

$3,500,000.00

April 1, 2020 March 31, 2025

STATEWIDE LEGAL INFORMATION RESEARCH DATABASES AND LEGAL PRINT PRODUCTS

March 31, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $3,500,000.00

Effective May 1, 2021, Westlaw EDGE ("Edge") is hereby added to the Contract, Michigan Master Services Agreement ("MSA"), as a customized option for legal information research. When procuring Edge, Thomson Reuters will apply (at a minimum) a 10% discount to provide favorable pricing to State of Michigan Agencies subject to the MSA.

All other terms, conditions, pricing and specifications remain the same. Per Contractor and Agency Agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

SW

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 200000000622

Valerie Schmidt 517-335-7625 SchmidtV@michigan.govAG

Rebecca Powell 313-456-3832 PowellN@michigan.govMDCR

Marina Kotsifis 517-241-0347 KotsifisM@michigan.govMGCB

Tracy Drus 517-284-6233 DrusT@michigan.govDNR

Victoria Olivarez 517-284-3304 OlivarezV1@michigan.govMSP

Terry Mead 517-335-4062 MeadT@michigan.govDTMB

Carol Munroe 517-241-3329 MunroeC@michigan.govMDE

Lisa VanOstran 517-284-5012 VanOstranL@michigan.govEGLE

Daniel Pulter 517-335-7520 PulterD@michigan.govLARA

Matthew Torok 517-284-8680 torokm@michigan.govDIFS

Jonathon Khon 517-241-3886 KhonJ@michigan.govMDOS

Blaine DeGracia DeGraciaB@michigan.govMSL

Kristin Myers 517-335-5968 MyersK6@michigan.govLEO

517-335-7168

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 20000000622 .

between

THE STATE OF MICHIGAN

and

C O

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A C

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West Publishing Corporation

ST

A

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Pr og an ag er

Multiple – See Attached

610 Opperman Drive

Eagan, MN 55123

Erin Cicarella

C on tra ct

Ad in is tra to r Jillian Yeates DTMB

216-645-7060 517-275-1131

Erin.cicarella@thomsonreuters.com yeatesj@michigan.gov

CV0050333

DESCRIPTION: STATEWIDE LEGAL INFORMATION RESEARCH DATABASES AND LEGAL PRINT PRODUCTS

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 1, 2020 March 31, 2025 5, 1-Year March 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 30 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the solicitation #190000000105. Orders for delivery will be issued directly by the Departments through Delivery Orders (DO) and other specifications outlined in Schedule A, Section 6.

This Contract amends all agreements for Westlaw, including but not limited to any West Order Forms or agency purchase orders, for the purchase of internet-based, legal research databases, libraries, and print products, between the State of Michigan, or its agencies, and West, currently governed by the State of Michigan Department of Management and Budget Acquisition Services Contract, #071B0200323 between the State of Michigan and West Publishing Corporation (collectively all such order form or purchase orders are referred to as the “Agreements”). All

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 525 W. Allegan St., Lansing, MI 48933 PO Box 30026, Lansing, MI 48909 references to 071B0200323 in the Agreements shall be replaced in their entirety with #20000000622, and the Agreements shall be governed by the terms of CONTRACT #20000000622.

All other terms and conditions, including pricing and term length of the Agreements shall remain unchanged

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $3,500,000.00

Contract Number: 200000000622

Program Managers for

Multi-Agency & Statewide Contracts

1 AG Valerie Schmidt 517-335-7625 schmidtv@michigan.gov

2 MDCR Rebecca Powell 313-456-3832 powelln@michigan.gov

3 MCSC Kim Davis 517-241-8115 Davisk5@michigan.gov

4 MDHHS Sonya Butler 517-241-7728 Butlers2@michigan.gov

5 MDHHS Michelle Lee 517-284-4008 Leem24@michigan.gov 6 MGCB Marina Kotsifis 517-241-0347 kotsifism@michigan.gov

7 DNR Brooke Jones 517-284-5926 Jonesb30@michigan.gov

8 MSP Victoria Olivarez 517-284-3304 Olivarezv1@michigan.gov

9 DTMB Terry Mead 517-335-4062 meadt@michigan.gov 10 MDE Carol Munroe 517-241-3329 munroec@michigan.gov 11 EGLE Lisa VanOstran 517-599-7680 vanostranL@michigan.gov 12 LARA Daniel Pulter 517-335-4226 pulterd@michigan.gov 13 DIFS Matthew Torok 517-284-8680 torokm@michigan.gov 14 MDOS Jonathan Khon 517-241-3886 khonj@michigan.gov 15 MSL Blaine DeGracia 517-335-7168 degraciab@michigan.gov 16 LEO Kristin Myers 517-241-3661 Myersk6@michigan.gov

CONTRACT NO. 200000000622

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Jillian Yeates, Category Specialist Name & Title

Department of Technology, Management & Budget Agency

Date

Thomson Reuters General Terms and Conditions Version 2.1

These terms govern your use of the Thomson Reuters products and services in your order form (in any format). “We”, “our” and “Thomson Reuters” means the Thomson Reuters entity identified in the order form and, where applicable, its affiliates; “you” and “your” or “the State” means the client, customer or subscriber identified in the order form.

Your order form identifies the products and services, and the quantities , and charges of your order (which will reflect the charges set forth in Schedule B). The order form also refers to and incorporates documents which may apply to the products or services you selected. This Agreement, which includes Schedule A – Statement of Work, and schedules and exhibits which are hereby expressly incorporated, is the entire agreement of the parties related to the Products and Services purchased pursuant to this Agreement. This Agreement supersedes and replaces all previous understandings and agreements between the parties related to the Products and Services.

This Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and West Publishing Corporation (“Contractor”), a Minnesota Corporation.

This Contract is effective on April 1, 2020 (“Effective Date”), and unless earlier terminated, will expire on April 1, 2025 (the “Term”).

This Contract may be renewed for up to five (5) additional one (1) year periods. Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Change Notice.

1. OUR PRODUCTS & SERVICES

a) Limited License. Together with our licensors, we own and retain ownership of all rights of whatever nature in and to our products, services, and data (whether tangible or intangible). You may access, view, install, use, copy, modify and distribute our property only as expressly specified in the Agreement and each of us shall at all times act in accordance with applicable laws, including export controls and economic sanctions that apply to us in connection with the Agreement.

b) Changes to Service. Our products and services change from time to time, but we will not change the fundamental nature of our products.

c) Passwords. Your access to certain products and services is password protected. You are responsible for assigning the passwords and for ensuring that passwords are kept confidential. Sharing passwords is strictly prohibited. Each of us shall maintain industry standard computing environments to ensure that both your and our property is secure and inaccessible to unauthorized persons.

d) Unauthorized Technology. Unless previously authorized by Thomson Reuters, you must not (i) run or install any computer software or hardware on our products, services or network; use any technology to automatically download, mine, scrape or index our data; or (ii) automatically connect (whether through APIs or otherwise) our data to other data, software, services or networks. Neither of us will knowingly introduce any malicious software or technologies into any products, services or networks.

e) Usage Information. We may collect anonymized information related to your use of our products, services and data. We may use this information to test, develop and improve our products and services and to protect and enforce our rights under the Agreement, and we may pass this information to our third party providers for the same purposes.

f) Third Party Providers. Our products and services may include data and software from third parties. Some third party providers require Thomson Reuters to pass additional terms through to you. The third party providers change their terms occasionally and new third party providers are added from time to time. To see the current third party additional terms for our products and services click the following URL: www.thomsonreuters.com/thirdpartyterms. You agree to comply with all applicable third party terms to the extent allowed by law. We understand that you cannot indemnify third parties and do not agree to be bound by anything other than the laws of Michigan and applicable federal law.

g) Third Party Supplemental Software. You may be required to license third party software to operate some of our products and services. Additional terms may apply to the third party software.

h) Limitations. Unless otherwise expressly permitted in the Agreement, you may not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer our property in whole or in part, or as a component of any other product, service or material; (ii) use our property or our third party providers’ property to create any derivative works or competitive products; or (iii) allow any third parties to access, use or benefit from our property in any way. Exercising legal rights that cannot be limited by agreement is not precluded. If you are a governmental agency that provides audit, tax, accounting, or legal services to your clients (including other government agencies) or that otherwise provides governmental services to the general public, this Section 1(h) does not preclude you from using our products to benefit your clients or the general public in the ordinary course of providing governmental services.

i) Services. We will provide the services using reasonable skill and care.

The professional services applicable to your order, if any, are described in the Order Form or a statement of work.

j) Security. Each of us will use and will require any third party data processors to use industry standard organizational, administrative, physical and technical safeguards to protect the other’s information. Each party will inform the other in accordance with applicable law if such party becomes aware of any unauthorized third-party access to the other party’s content and will use reasonable efforts to remedy identified security vulnerabilities.

2. INFORMATION SERVICES

a) License. In the ordinary course of your governmental services and for your governmental purposes only you may view, use, download and print data from our information services for individual use and may on an infrequent, irregular and ad hoc basis, distribute limited extracts of our data. Neither such extracts nor downloaded, printed or stored data may reach such quantity as to have independent commercial value and using such data as a substitute for any service (or a substantial part of it) provided by Thomson Reuters, our affiliates or our third party providers is prohibited. Thomson Reuters and the third party content provider, if applicable, must be cited and credited as the source where data is permitted to be used or distributed. Copyright notices must be retained on transmitted or printed items.

Access to certain data may be restricted depending on the scope of your license.

b) Further Distribution. You may also distribute our data: (i) to authorized users; (ii) to government and regulatory authorities, during the ordinary course of your governmental business or for governmental purposes ; and (iii) to third party advisors, limited to the extent required to advise you and provided they are not competitors of Thomson Reuters. Laws applicable in your jurisdiction may allow additional uses.

3. INSTALLED SOFTWARE

a) License. You may install and use our software and documentation only for your own governmental purposes. Software licenses include updates (bug fixes, patches, maintenance releases), and do not include upgrades (releases or versions that include new features or additional functionality) or APIs unless expressly stated in the order form. Your order form details your permitted installations, users, locations, the specified operating environment and other permissions. You may use our software in object code only. You may make necessary copies of our software only for backup and archival purposes.

b) Delivery. We deliver our software by making it available for download.

When you download our software and documentation, if any, you are accepting it for use in accordance with the Agreement.

4. THOMSON REUTERS HOSTED SOFTWARE

a) License. You may use our hosted software only for your own governmental purposes.

b) Delivery. We deliver our hosted software by providing you with online access to it. When you access our hosted software, you are accepting it for use in accordance with the Agreement.

c) Content. Our hosted software is designed to protect the content you upload. You grant Thomson Reuters permission to use, store and process your content in accordance with applicable law. Access and use of your content by

Thomson Reuters, our employees and contractors will be directed by you and limited to the extent necessary to deliver the hosted software, including training, research assistance, technical support and other services. We may delete or disable your content if required under applicable laws and in such instances, we will use our reasonable efforts to provide notice to you. If your content is lost or damaged, we will assist you in restoring the content to the hosted software from any available backup copy.

5. CHARGES

a) Payment and Taxes. All undisputed amounts are payable within 45 days of the State’s receipt in accordance with MCL 17.52 and MCL 17.54. Thomson Reuters may only charge for Products and Services performed or provided as specified in Westlaw Schedule A and Schedule B or an order form (which will reflect the charges set forth in Schedule B). The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if the Products and Services purchased under this Agreement are for the State’s exclusive use. All prices are exclusive of taxes, and Thomson Reuters is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Agreement.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Thomson Reuters of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Thomson Reuters’ continuing obligations, including claims for deficiencies or substandard Products or Services. Thomson Reuters’ acceptance of final payment by the State constitutes a waiver of all claims by Thomson Reuters against the State for payment under this Agreement, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Thomson Reuters must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Thomson Reuters does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Thomson Reuters against any amount payable by the State to Thomson Reuters under this Agreement.

b) Changes. Except as otherwise specifically stated in the order form, we may change the charges for our products and services with effect from the start of each renewal term by giving you at least 90 days written notice. However, new prices will only be applicable to the State if the changes are appended to this Agreement through a Change Notice.

c) Excess Use. You must pay additional charges if you exceed the scope of use specified in your order form, based on the rates specified on the order form.

Payment under this provision shall be Thomson Reuters’ sole and exclusive remedy to cure these issues.

6. PRIVACY

Each of us will at all times process, protect and disclose personally identifiable information received as a result of this Agreement (“PII”) in accordance with applicable law. Each of us will use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to the unauthorized or unlawful destruction, loss, alteration, disclosure or access to PII. You acknowledge and agree to the transfer and processing of PII in the geographical regions necessary for Thomson Reuters to fulfill our obligations. When applicable to your location, additional terms will apply to the Agreement, including the General Data Protection Regulation (2016/679) (GDPR) terms located at www.tr.com/privacy-information.

7. CONFIDENTIALITY

Confidential information received from each other will not be disclosed to anyone else except to the extent required by law or as permitted under the Agreement. If a court or government agency orders either of us to disclose the confidential information of the other, the other will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification. This section shall survive three (3) years after the termination of the Agreement or until the information is no longer deemed confidential under applicable law, whichever occurs first.

8. WARRANTIES AND DISCLAIMERS

THE WARRANTIES IN THIS SECTION ARE THE EXCLUSIVE

WARRANTIES FROM US AND EXCLUDE ALL OTHER WARRANTIES,

CONDITIONS OR OTHER TERMS (EXPRESS OR IMPLIED),

INCLUDING WARRANTIES OF PERFORMANCE,

MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY, FITNESS

FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND

CURRENTNESS. IN ENTERING THIS AGREEMENT, NEITHER PARTY

HAS RELIED UPON ANY STATEMENT, REPRESENTATION,

WARRANTY OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR

THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT.

EXCLUSION OF WARRANTIES. TO THE FULLEST EXTENT

PERMISSIBLE UNDER APPLICABLE LAWS, WE DO NOT WARRANT

OR REPRESENT OR INCLUDE ANY OTHER TERM THAT THE

PRODUCTS OR SERVICES WILL BE DELIVERED FREE OF ANY

INACCURACIES, INTERRUPTIONS, DELAYS, OMISSIONS OR

ERRORS, OR THAT ANY OF THESE WILL BE CORRECTED WE WILL

NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH

FAULTS. WE DO NOT WARRANT THE LIFE OF ANY URL OR THIRD

PARTY WEB SERVICE.

INFORMATION. OUR INFORMATION PRODUCTS ARE PROVIDED “AS

IS” WITHOUT ANY WARRANTY, CONDITION OR ANY OTHER TERM

OF ANY KIND.

SOFTWARE. WE WARRANT OUR SOFTWARE PRODUCTS WILL

CONFORM TO OUR DOCUMENTATION FOR 90 DAYS AFTER

DELIVERY. IF WE ARE UNABLE TO CORRECT A SOFTWARE ERROR

YOU REPORT IN A REASONABLE PERIOD AND MANNER, YOU MAY

TERMINATE THE ORDER FORM FOR THE AFFECTED SOFTWARE BY

PROMPT WRITTEN NOTICE TO US FOLLOWING THE REASONABLE

PERIOD. YOUR ONLY REMEDY AND OUR ENTIRE LIABILITY FOR

BREACH OF THIS WARRANTY WILL BE A REFUND OF THE

APPLICABLE CHARGES. THE LICENSES WILL IMMEDIATELY

TERMINATE.

DISCLAIMER. YOU ARE SOLELY RESPONSIBLE FOR THE

PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY

DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM

THE USE OF ANY PRODUCTS OR SERVICES AND FOR ANY

DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA

CONTAINED IN OR GENERATED BY THE PRODUCTS OR SERVICES.

IN NO EVENT SHALL WE OR OUR THIRD PARTY PROVIDERS BE

LIABLE FOR ANY PENALTIES, INTEREST, TAXES OR OTHER

AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY

AUTHORITY.

NO ADVICE. WE ARE NOT PROVIDING FINANCIAL, TAX AND

ACCOUNTING, LEGAL AND ANY OTHER PROFESSIONAL ADVICE BY

ALLOWING YOU TO ACCESS AND USE OUR PRODUCTS, SERVICES

OR DATA. YOUR DECISION MADE IN RELIANCE ON THE PRODUCTS

OR SERVICES OR YOUR INTERPRETATIONS OF OUR DATA ARE

YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE

ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY

DECISIONS BY YOU OR ANYONE ACCESSING THE SERVICES

THROUGH YOU MADE IN RELIANCE ON THE SERVICES, INCLUDING

LEGAL, TAX AND ACCOUNTING, COMPLIANCE, FINANCIAL AND/OR

RISK MANAGEMENT DECISIONS. YOU AGREE THAT YOU USE THE

SERVICES AT YOUR OWN RISK IN THESE RESPECTS.

9. LIABILITY

a) LIMITATION. EACH PARTY’S OR ANY OF ITS THIRD PARTY

PROVIDERS’ ENTIRE LIABILITY IN ANY CALENDAR YEAR FOR

DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE

AGREEMENT, INCLUDING FOR NEGLIGENCE, WILL NOT EXCEED

THE AMOUNT YOU PAID IN THE PRIOR 12 MONTHS FOR THE

PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM FOR

DAMAGES. NEITHER PARTY IS LIABLE TO THE OTHER FOR

INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL

DAMAGES, FOR LOSS OF DATA, OR LOSS OF PROFITS (IN EITHER

http://www.michigan.gov/SIGMAVSS http://www.tr.com/privacy-information

CASE, WHETHER DIRECT OR INDIRECT) OR BUSINESS

INTERRUPTION EVEN IF SUCH DAMAGES OR LOSSES COULD HAVE

BEEN FORESEEN OR PREVENTED.

b) Unlimited Liability. Section 9(a) does not limit either party’s liability for (i) fraud, fraudulent misrepresentation, willful misconduct, or conduct that demonstrates reckless disregard for the rights of others; (ii) negligence causing death or personal injury; or (iii) infringement of intellectual property rights. Section 9(a) does not limit your requirement to pay the charges on the order form and all amounts for use of the products and services that exceed the usage permissions and restrictions granted to you.

c) Third Party Intellectual Property. If a third party sues you claiming that our products, services or data, excluding any portions of the same provided by our third party providers infringes their intellectual property rights and your use of such products, services or data has been in accordance with the terms of the Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by Thomson Reuters, provided the claim does not result from: (i) a combination of all or part of our products, services or data with technology, products, services or data not supplied by Thomson Reuters and that were not designed to work with Thomson Reuters’ products; (ii) modification of all or part of our products, services or data other than by Thomson Reuters or our subcontractors; (iii) use of a version of our products, services or data after we have notified you of a requirement to use a subsequent version; or (iv) your breach of the intellectual property protections found in this Agreement. Our obligation in this Section 9(c) is conditioned on you

(A) promptly notifying Thomson Reuters in writing of the claim; (B) supplying information we reasonably request; and (C) allowing Thomson Reuters to control Thomson Reuters’ portion the defense and settlement. The State will notify Thomson Reuters in writing if indemnification is sought; however, failure to do so will not relieve Thomson Reuters, except to the extent that Thomson Reuters is materially prejudiced.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Thomson Reuters will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

d) Your Responsibilities. You are responsible for (i) complying with this Agreement; (ii) proper use of our products and services in accordance with all usage instructions and operating specifications; (iii) adhering to the minimum recommended technical requirements; (iv) changes you make to our product, services or data; (v) your combination of our products, services or other property with any other materials; (vi) implementing and maintaining proper and adequate virus or malware protection and proper and adequate backup and recovery systems;

(vii) installing updates; (viii) claims brought by third parties using or receiving the benefit of our products, services or data through you, except claims covered by Section 9(c); and (ix) claims resulting from your violation of law, or violation of our or any third party rights. We will not be responsible if our product fails to perform because of your third party software, your hardware malfunction, or your actions or inaction. If we learn that our product failed because of one of these, at your request we will assist you in resolving the failure at a fee to be agreed upon.

10. TERM, TERMINATION

a) Term. The term and any renewal terms for the products and services are described in your order form.

b) Suspension. We may on notice terminate, suspend or limit your use of any portion or all of our products, services or other property if (i) requested to do so by a court or regulator; (ii) there has been or it is reasonably likely that there will be: a breach of security; a breach of your obligations under the Agreement; or a violation of third party rights or applicable laws. Our notice will specify the cause of the termination, suspension or limitation and, if the cause of the termination suspension or limitation is reasonably capable of being remedied, we will inform you of the actions you must take to reinstate the product or service. If you do not take the actions or the cause cannot be remedied within 60 days, we may suspend, limit or terminate the Agreement in whole or in part.

c) Termination. We may, upon reasonable notice, terminate all or part of the Agreement in relation to a product or service which is being discontinued. Either of us may terminate the Agreement immediately upon written notice if the other commits a material breach and fails to cure the material breach within 30 days of being notified to do so. Any failure to fully pay any amount when due under this Agreement may be considered a material breach for this purpose if the State has not disputed an invoice pursuant to Section 5(a) of this Agreement and applicable Michigan law. The State may immediately terminate this Contract in whole or in part without penalty due to lack of appropriation or budget shortfalls. Except for print products, the State may terminate this Contract in whole or in part, without penalty and for any reason, after completing the initial 12 month term of the applicable Order Form being terminated. Except in the case of termination for non-appropriation or negative appropriation, if the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities as defined in Schedule A, the Statement of Work.

d) Effect of Termination. Except to the extent we have agreed otherwise, upon termination, all your usage rights end immediately and each of us must uninstall or destroy all property of the other, to the extent permitted by law and applicable record retention policies, and, if requested, confirm this in writing.

Termination of the Agreement will not (i) relieve you of your obligation to pay Thomson Reuters any amounts you owe up to and including the date of termination;

(ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue.

e)

(e) Amendments. We may amend these General Terms and Conditions from time to time by giving you at least 90 days prior written notice and the parties agree to incorporate such changes to the Agreement via Change Notice. You may request good faith negotiations regarding the amended terms and conditions. If the parties cannot reach mutual agreement on the amended terms and conditions within 90 days, you may terminate the agreement immediately upon written notice.

11. FORCE MAJEURE

Neither party may be liable for any damages or failure to perform our obligations under the Agreement because of circumstances beyond our reasonable control. If those circumstances cause material deficiencies in the products or services and continue for more than 30 days, either of us may terminate any affected product or service on notice to the other.

12. THIRD PARTY RIGHTS

No other third parties have any rights or remedies under the Agreement.

13. GENERAL

a) Assignment. You may not assign, delegate or otherwise transfer the Agreement (including any of your rights or remedies) to anyone else without our prior written consent, unless otherwise required by law or Executive Order. We may assign or otherwise transfer the Agreement (including any of our rights or remedies) in whole or in part to an affiliate or any entity qualified to do business in the State of Michigan that succeeds to all or substantially all of the assets or business associated with one or more products or services, and will notify you of any such assignment or transfer. We may subcontract any of the services in our sole discretion. Any assignment, delegation or other transfer in contravention of this Section 13(a) is void.

b) Feedback. You grant Thomson Reuters a perpetual, irrevocable, transferable, non-exclusive right to use any comments, suggestions, ideas or recommendations you provide related to any of our products or services in any manner and for any purpose.

c) Agreement Compliance. We or our professional representatives may review your compliance with the Agreement throughout the term of the Agreement;

provided, however, that We will not seek access to the State’s systems to complete this review. If the review reveals that you have exceeded the authorized use permitted by the Agreement, you will pay all unpaid or underpaid charges.

d) Governing Law. If not otherwise stated in the order form, the Agreement will be governed by the laws of the State of Michigan and each of us hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of the State of Michigan located in Ingham County to settle all disputes or claims arising out of or in connection with the Agreement.

e) Precedence. If there is a conflict between documents, the order of precedence is: (a) first, the General Terms and Conditions, excluding its schedules, exhibits, and Schedule A – Statement of Work; (b) second, Schedule A – Statement of Work as of the Effective Date; and (c) third, schedules expressly incorporated into this Agreement as of the Effective Date. NO TERMS ON THOMSON REUTERS’ INVOICES, ORDERING FORMS OR DOCUMENTS (with the exception of the products, services, charges (which will be consistent with those set forth in Schedule B) Account Validation and Certification Form, and quantities provided on the Order Forms), WEBSITE, BROWSE-WRAP, SHRINK-WRAP, CLICK-WRAP, CLICK-THROUGH OR OTHER NON-NEGOTIATED TERMS

AND CONDITIONS PROVIDED WITH ANY OF THE PRODUCTS OR

SERVICES WILL CONSTITUTE A PART OR AMENDMENT OF THIS

CONTRACT OR IS BINDING ON YOU (IE. THE STATE AND ITS AGENCIES)

FOR ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE

NO FORCE AND EFFECT AND ARE DEEMED REJECTED BY YOU (IE. THE

STATE AND ITS AGENCIES), EVEN IF ACCESS TO OR USE OF THE

PRODUCTS OR SERVICES REQUIRES AFFIRMATIVE ACCEPTANCE OF

SUCH TERMS AND CONDITIONS. For avoidances of doubt, all schedules and exhibits that are referenced herein and attached hereto are hereby incorporated by reference. The following schedules are attached hereto and incorporated herein:

Schedule A – Statement of Work Schedule B – Pricing Schedule C – Supplier Additional Terms and Disclaimers Schedule D – West Order Forms Schedule E – Insurance Requirements

f) (Trials. All trials of our products and services are subject to the terms of these General Terms & Conditions, unless we notify you otherwise. Access to our products and services for trials may only be used for your evaluation purposes.

g) Support Provided. To assist in resolving technical problems with the Services, Thomson Reuters may provide telephone and/or online access to its helpdesk, or may provide self-help tools. Additional information related to the support provided by Thomson Reuters may be described on http://thomsonreuters.com/support-and-training or as otherwise provided by Thomson Reuters.

h) Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., and the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., and Executive Directive 2019-09, Thomson Reuters and its subcontractors agree not to discriminate against an employee or applicant for…

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