200000000623.pdf

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

RELX INC

9443 Springboro Pike Miamisburg OH 45342

Morgan Mendez

714-253-6538 morgan.mendez@lexisnexisrisk.com

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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/ANet 45

Contract Number MA200000000623 to

RELX INC

9443 Springboro Pike Miamisburg OH 45342

Gaurang Dave

202-378-1018

Gaurang.Dave@Lnssi.com

CV0058971

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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 March 31, 2030

$2,000,000.00 $0.00 $2,000,000.00

DESCRIPTION

Effective July 8th, 2025, the remaining three option years available on this contract are hereby exercised.

The revised contract expiration date is March 31st, 2030. Additionally, the vendor contact has been updated to Morgan Mendez.

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

AGENCY NAME PHONE EMAIL

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

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

MCSC Kimberly Davis 517-241-8115 davisK5@michigan.gov

MDHHS Sonya Butler 517-241-7728 BUTLERS2@michigan.gov

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

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

EGLE Lisa VanOstran 517-599-7680 VanOstranL@michigan.gov

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

LEO Kristin Myers 517-241-3661 MyersK6@michigan.gov

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

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

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

MSP Paula Hurst 517-243-9786 HurstP3@michigan.gov

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

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA200000000623

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

Various Emily Massa

(517) 897-7321 massae@michigan.gov

STATE CONTACTS

DTMBC

ontract

A dm inistrator

Program anager

Various

RELX INC

9443 Springboro Pike Miamisburg OH 45342

Gaurang Dave

202-378-1018

Gaurang.Dave@Lnssi.com

CV0058971

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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, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other NoYes

N/ANet 45

Contract Number MA200000000623 to

RELX INC., dba LexisNexis

9443 Springboro Pike Miamisburg OH 45342

Dave Gaurang

202-378-1018

Guarang.Dave@lnssi.com

CV0058971

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Change Notice Number 3

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

$2,000,000.00 $0.00 $2,000,000.00

DESCRIPTION

Effective March 6, 2025, two (2) option years available on this contract are hereby exercised. The revised contract expiration date is March 31, 2027.

Please note the following personnel changes:

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

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

3. The LARA Program Manager is changed from Daniel Putter to James Long, 517-914-5204, longj17@michigan.gov

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

5. The DNR Program Manager is changed from Colleen West to Tracy Drus, 517-284-6233, drust@michigan.gov; and

6. The MSP Program Manager is changed from Victoria Olivarez to Paula Hurst, 517-243-9786, hurstp3@michigan.gov

7. The name and email address for the Contractor are corrected.

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

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

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

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

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

MCSC Kimberly Davis 517-241-8115 davisK5@michigan.gov

LEO Kristin Myers 517-241-3661 MyersK6@michigan.gov

EGLE Lisa VanOstran 517-599-7680 VanOstranL@michigan.gov

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

MSP Paula Hurst 517-243-9786 HurstP3@michigan.gov

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

MDHHS Sonya Butler 517-241-7728 BUTLERS2@michigan.gov

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

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

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

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA200000000623

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 2 to

200000000623Contract Number

Various

Jillian Yeates guarang.dave@lnssi.com

Dave Gaurang

Miamisburg, OH 45342

RELX INC., dba LexisNexis

CV0058797

202-378-1018

9443 Springboro Pike

(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

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DTMB

DTMB

yeatesj@michigan.gov

$2,000,000.00

April 1, 2020 March 31, 2025

STATEWIDE LEGAL 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 $2,000,000.00

Effective January 15, 2021, Lexis+ is hereby added to the Contract as an option for Legal Information research. The Attached Order Form Is hereby added to Schedule D. In addition, the product is added to the Schedule B Price list as:

1534660 Lexis+ Practical Guidance - State & Local Government --$120 per user, per month (Max Rate)

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

CONTRACT SUMMARY

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 200000000623

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

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

MCSC Kimberly Davis 517-241-8115 davisK5@michigan.gov

MDHHS Sonya Butler 517-241-7728 BUTLERS2@michigan.gov

MDHHS Michelle Lee 517-284-4008 LeeM24@michigan.gov

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

DNR Colleen West 517-284-6018 WestC6@michigan.gov

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

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

EGLE Lisa VanOstran 517-599-7680 VanOstranL@michigan.gov

LARA Daniel Pulter 517-335-7520 PulterD@michigan.gov

DIFS Matthew Torok 517-284-8680 torokm@michigan.gov

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

DTMB Terry Mead 517-335-4062 MeadT@michigan.gov

LEO Kristin Myers 517-241-3661 MyersK6@michigan.gov

LEXIS+TM SUBSCRIPTION AGREEMENT AND

PURCHASE ORDER FOR STATE/LOCAL GOVERNMENT:

CONTRACT NUMBER 200000000623

M74840221 | 4845-1920-9169 v1 MKL/AAF 20201106

LNUS Agreement (SLG) | 202009 4821-8063-6362 v1 Page 1 of 5

“Subscriber” Name:

Account Number:

“LN”: LexisNexis, a division of RELX Inc.

1. Subscription Agreement LexisNexis, a division of RELX Inc. (“LN”) grants Subscriber a non-exclusive, non-transferable limited license to access and use Lexis+™ and the materials available therein (“Materials”) pursuant to and governed by the terms set forth in the CONTRACT NUMBER 200000000623 (including incorporated attachments) between LexisNexis, a division of RELX Inc. and the state of Michigan made effective April 1, 2020.

2. Certification

2.1 Subscriber certifies that the number of government professionals in Subscriber’s organization is as set forth below. A “Government Professional User” is defined as an attorney, judge, librarian, researcher, investigator or analyst who is employed by the Subscriber.

Number of Government Professional Users:

2.2 A “Support Staff User” is defined as a person who supports the Government Professional User, including, but not limited to: paralegals, interns, legal secretaries or other administrative support members. 1 ID’s may be issued to support staff for each Government Professional User accounted for above.

Number of Support Staff Users:

2.3 Each LN ID must be issued for individual use by the Government Professional User or Support Staff User.

2.4 If Subscriber, at the time of signing this Agreement has 11 or more Government Professional Users, then Subscriber is required to notify LN if the number of Government Professional Users falls below 11. Subscriber shall, within 30 days of the staffing change, notify LN in writing.

2.5 Subscriber acknowledges that the pricing and menus provided to Subscriber in this Agreement depend in part on the number of Government Professional Users in Subscriber’s organization. Subscriber certifies that as of the date Subscriber signs this Agreement there are the number of Government Professional Users in Subscriber’s organization (the “Reference Number”) as Subscriber has specified above.

(i) At LN’s request from time to time, Subscriber will certify in writing the then-current Reference Number.

(ii) If there is a change in the Reference Number during the Term, LN may, in its sole discretion on at least 30 days prior written notice to Subscriber, increase or decrease the Monthly Commitment by an amount that does not exceed, on a percentage basis, the change in the Reference Number.

3. Lexis+ Product and Charges

3.1 This Section 3 amends the Subscription Agreement with respect to the Lexis+ product offering described below. The term of Subscriber’s commitment for the Lexis+ product offering will begin upon the date Subscriber's billing account (“Account Number”) is activated ("Activation") and will continue for the last period set forth in Section 3.2 below (the “Committed Term”).

Lexis+ Content & Features Product SKU Number Number of Users

LNUS Agreement (SLG) | 202009 4821-8063-6362 v1 Page 2 of 5

3.2 In exchange for access to the Lexis+ Content, Feature and/or Service set forth in Section 3.1 above, Subscriber will pay to LN the following amount (the “Monthly Commitment”) during the periods set forth below.

Committed Term Monthly Commitment

LEXISNEXIS WILL NOT ACCEPT ANY CHANGES, CORRECTIONS OR ADDITIONS TO THIS

AGREEMENT UNLESS SUCH CHANGES ARE EXPRESSLY ACCEPTED BY LN IN WRITING. SUCH

CHANGES WILL HAVE NO LEGAL EFFECT.

AGREED TO AND ACCEPTED BY:

Subscriber:

[MUST BE COMPLETED BY SUBSCRIBER]

Authorized Subscriber Signature:

Printed Name: \sn1\

Job Title: \jt1\

Date: \sd1\

Number of Professional Users:

LNUS Agreement (SLG) | 202009 4821-8063-6362 v1 Page 3 of 5

LexisNexis, a division of RELX Inc.

[COMPLETED BY LEXISNEXIS]

Authorized Signature:

Name:

Job Title:

Date:

LNUS Agreement (SLG) | 202009 4821-8063-6362 v1 Page 4 of 5

CUSTOMER INFORMATION (Please type or print):

Organization Name:

(Full Legal Name)

Billing Frequency: Monthly Annually

Physical Address Invoice Address

Street Address: \ci02\ \ci07\

City: \ci03\ \ci08\

State: \ci04\ \ci09\

Zip: \ci05\ \ci10\

County: \ci05\ \ci10\

Telephone: \ci06\ \ci11\

Fax: \ci05\ \ci10\ Parent Company:

(if applicable) \ci05\

Type of Organization:

\cb1\ Legislative Judicial Executive\cb5\

Professional User: Practicing Area of Law: \ci18\

Support Staff: . Employer Identification Number: \ci21\

Bar No: \ci15\ Issuing State: \ci22\

Date Issued/Expiration Date: \ci16\ Organization Web Address: \ci23\

Tax Exempt: Yes (attach Sales Tax Exemption Certificate) MSA: Yes No

No

Tax ID No: State Contract No:

(If applicable)

PO No:

(If applicable)

Contacts:

Name

\ci30\ Telephone \ci34 Email

Installation:

Billing:

Policy/Legal Notification:

Scheduling/Training:

LNUS Agreement (SLG) | 202009 4821-8063-6362 v1 Page 5 of 5

Name Telephone

Super Admin:

Email IP Address

CUSTOMER ID INFORMATION (Please type or print)

ID HOLDERS’ NAMES

(additional sheet attached )

ID HOLDERS’

TITLES/POSITIONS

ID HOLDERS’ EMAIL

ADDRESSES LOCATION/ADDRESS

\ci36\ \ci45\ \ci54\ \ci63\

\ci37\ \ci46\ \ci55\ \ci64\

\ci38\ \ci47\ \ci56\ \ci65\

\ci39\ \ci48\ \ci57\ \ci66\

\ci40\ \ci49\ \ci58\ \ci67\

\ci41\ \ci50\ \ci59\ \ci68\

\ci42\ \ci51\ \ci60\ \ci69\

\ci43\ \ci52\ \ci61\ \ci70\

\ci44\ \ci53\ \ci62\ \ci71\

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

200000000623Contract Number

Various - See Attached

Jillian Yeates guarang.dave@lnssi.com

Dave Gaurang

Miamisburg, OH 45342

RELX INC., dba LexisNexis

CV0058797

202-378-1018

9443 Springboro Pike

(517) 275-1131 S T A T E

P ro g ra 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

Statewide

DTMB

yeatesj@michigan.gov

$2,000,000.00

April 1, 2020 March 31, 2025

STATEWIDE LEGAL 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 $2,000,000.00

Effective June 26, 2020 the following clarification is made to Schedule B, Lexis Advance and Add-Ons, per the attached amendment: All West Jurisprudences can be purchased for agencies with at least 11 attorneys, per Schedule A, Section 1, B, 2, Subsections p and r.

Please note the Program Manager for DNR has been changed to Colleen West and MSL Program Managers have been removed. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

NET 45

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 200000000623

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

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

MCSC Kimberly Davis 517-241-8115 davisK5@michigan.gov

MDHHS Sonya Butler 517-241-7728 BUTLERS2@michigan.gov

MDHHS Michelle Lee 517-284-4008 LeeM24@michigan.gov

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

DNR Colleen West 517-284-6018 WestC6@michigan.gov

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

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

EGLE Lisa VanOstran 517-599-7680 VanOstranL@michigan.gov

LARA Daniel Pulter 517-335-7520 PulterD@michigan.gov

DIFS Matthew Torok 517-284-8680 torokm@michigan.gov

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

DTMB Terry Mead 517-335-4062 MeadT@michigan.gov

LEO Kristin Myers 517-241-3661 MyersK6@michigan.gov

Master Agreement No. 200000000623 Change Notice 1 – Amendment

Statewide Legal Research Databases and Legal Print Products

Lexis Advance and Add-Ons

Base Package

SKU

Price Per User, Per Month

National Primary Enhanced 1011511 $30.00 Michigan Enhanced + Full Federal 1011622 $17.00

Recommended Value Package SKU Price National Primary Enhanced 1011511

• All content without Public Records (1004801):

- $49 per user, per month

• All content plus Public Records with

SmartLinx reports (1004801):

- $70 per user, per month

MI Practice Library 1011354 All West Jurisprudences** 1011516 All Briefs, Pleadings & Motions 1010612 Moore’s Federal Practice – Civil 1010336 Moore’s Federal Practice – Criminal 1010337 Dockets 1010134 News 1010610 Public Records with SmartLinx Reports* 1004801

* Inclusion of public records is optional in the Recommended Value Package

* * Can be purchased for agencies with at least 11 attorneys.

Add-Ons (requires purchase of a Base Package or the Recommended Value Package)

Content SKU Price Per User, Per Month Verdicts & Settlements – National 1010609 $15.00 All Briefs, Pleadings & Motions 1010612 $11.00 Core Public Records with SmartLinx

LexisNexis will also submit to the Customer additional credentialing documentation for access to sensitive public-records data. The credentialing procedure assesses eligibility for data-access levels based on identification and permissible purpose, ensuring compliance with laws, regulations, and LexisNexis and data source requirements.

1004801

$40.00 MI Practice Library 1011354 $18.00 Larson’s Workers Compensation 1010271 $17.00 News 1010610 $8.00 ALR & AMJUR Library (available only to agencies with 11 or more attorneys)

1011970

$24.00

MI Civil Jurisprudence 1011451 $10.00 MI Legislative Bill History 1011270 $4.00 City Attorney Premium Library 1011966 $55.00

MI LexisNexis Forms 1011949 $3.00 International Primary Law (Cases and Statutes) 1521267 $39.00 50 State Surveys, Legislation & Regulations 1011988 $15.00 All Public Utilities Reports, Combined 1500633 $19.00 Ravel Case Reporter PDFs 1522431 $15.00 Context Litigation Analytics for State & Local Government 1530950 $123.20

Litigation Profile Suite with Context Experts & Judges

1524681

$254.83

Litigation Profile Suite with Verdict & Settlement Analyzer and Context Experts and Judges

1524680

$316.98

Medical Navigator Medical Litigator + VSA + Context Expert and Judge

1524677

$593.64

Expert

1524678

$521.22

Medical Navigator Research Medical Issues + VSA + Context Expert and Judge

1525470

$464.10

Context Expert

1524679

$402.90

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000623 .

between

THE STATE OF MICHIGAN

and

C O

N

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A C

TO

R

RELX Inc., d/b/a LexisNexis, a division of RELX Inc.

ST

A

TE

Pr og ra m

M an ag er

Various, See Attached

9443 Springboro Pike

Miamisburg, OH 45342

Gaurang Dave

C on tra ct

Ad in is tra to r Jillian Yeates DTMB

202-378-1018 517-275-1131

Gaurang.Dave@lnssi.com yeatesj@michigan.gov

CV00587971

DESCRIPTION: STATEWIDE LEGAL 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 Five, One-Year March 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 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 #20000000105. Orders for delivery will be issued directly by the Departments through Delivery Orders (DO) and other specifications outlined in Schedule A, Section 6.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $2,000,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 525 W. Allegan St., Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

Contract Number: 200000000623

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 MDE Carol Munroe 517-241-3329 munroec@michigan.gov 10 EGLE Lisa VanOstran 517-599-7680 vanostranL@michigan.gov 11 LARA Daniel Pulter 517-335-4226 pulterd@michigan.gov 12 DIFS Matthew Torok 517-284-8680 torokm@michigan.gov 13 MDOS Jonathan Khon 517-241-3886 khonj@michigan.gov 14 DTMB Terry Mead 517-335-4062 meadt@michigan.gov 15 MSL Miguel Contreras 517-335-5777 contrerasm@michigan.gov 16 MSL Kathie Oviedo 517-335-5778 Oviedok@michigan.gov 17 LEO Kristin Myers 517-241-3661 Myersk6@michigan.gov

CONTRACT NO. 200000000623

FOR THE CONTRACTOR:

RELX Inc., d/b/a LexisNexis, a division of RELX Inc.

Authorized Agent Signature

Joshua Roslan Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Jillian Yeates, Category Specialist Name & Title

Department of Technology, Management & Budget Agency

Date

This Contract (this “Contract”, “Agreement”) is agreed to between the State of Michigan (the “State”, “You “) and LexisNexis, a division of RELX Inc. (“Contractor”, “LN”), a Massachusetts Corporation, with a place of business at 9443 Springboro Pike, Miamisburg, Ohio 45342. This Contract is effective on April 1, 2020(“Effective Date”), and unless earlier terminated, will expire on March 31, 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.

A. The State desires to subscribe to and procurement from LN certain LN online and offline products and service and LN desires to offer those products and services to the State by way of the terms of this Agreement. This Agreement consists of:

(1) This Signature Page inclusive of its terms;

(2) The General Terms & Conditions (Attachment 1) for Use and Access to LN Online Services (“General

Terms)”.

(3) Schedule A, Statement of Work;

(4) Schedule B, Pricing

(5) Schedule C

(6) Schedule D

(7) Schedule E, Insurance Requirements

(8) Publication Services Agreement attached hereto as Attachment 2;

(9) Law360 User Agreement – Terms and Conditions for Use Attachment 3;

(10) Lexis Advance Subscription Agreement attached hereto as Attachment 4;

(11) LexisNexis Print Order Form attached hereto as Attachment 5;

(12) Lexis Advance Subscription Agreement for Patron Access attached hereto as Attachment 6; and

(13) Agreement for Prison Solutions attached hereto as Attachment 7 for Contract No. 200000000691 only.

All Attachments, or Orders, are incorporated by reference and made part of the Agreement.

B. The State may procure the LN product and service identified in an Attachment upon the execution of the Attachment, or Order, by both parties. For the purpose of clarity, Attachments 3, 4, 5, and 6 may also be identified as “Order(s)”. No purchase orders (PO(s)) issued by either party can alter the terms of this Agreement.

C. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes and cancels all prior written and oral agreements, promises, understandings, statements, and representations regarding its subject matter. THE GENERAL TERMS SHALL GOVERN THE USE AND

ACCESS TO THE LN SERVICES IDENTIFIED IN THE ATTACHMENTS/ORDERS, UNLESS

OTHERWISE SPECIFICALLY MODIFIED IN AND ATTACHMENT/ORDER OR SET FORTH IN

ONLINE DESCRIPTIONS OF FILES, ONLINE NOTICES FOLLOWING SOURCE SELECTION,

INDIVIDUAL DOCUMENTS RETRIEVED FROM THE ONLINE SERVICES AND ONLY TO THE

EXTENT MODIFICATIONS ARE A REQUIRED COMPLIANCE MANDATE AS DEFINED IN THE

GENERAL TERMS (COLLECTIVELY, THE “ADDITIONAL TERMS”). IF THE STATE DOES NOT

AGREE TO THE CHANGES REQUIRED BY THE COMPLIANCE MANDATE, IT MAY

TERMINATE THE AGREEMENT AS OUTLINED IN THE GENERAL TERMS. CONSEQUENTLY,

NO TERMS ON LN INVOICES, BROWSE-WRAP, SHRINK-WRAP, CLICK-WRAP, CLICK-

THROUGH OR OTHER NON-NEGOTIATED TERMS AND CONDITIONS PROVIDED WITH ANY

OF THE ONLINE SERVICES OR PRINT MATERIALS WILL CONSTITUTE A PART OR

AMENDMENT OF THIS CONTRACT OR IS BINDING ON EITHER PARTY OR ITS AUTHORIZED

USERS FOR ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE NO FORCE

AND EFFECT AND ARE DEEMED REJECTED BY THE STATE, EVEN IF ACCESS TO OR USE OF

THE ONLINE SERVICES OR PRINT MATERIALS REQUIRES AFFIRMATIVE ACCEPTANCE OF

SUCH TERMS AND CONDITIONS.

D. Except as otherwise provided in a particular Order or Attachment 1, all notices and other communications hereunder shall be in writing or displayed physically on or near, or electronically in, the respective LN product or service. Furthermore, this Agreement may not be supplemented, modified or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of Orders bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated. Unless otherwise noted, notices shall be deemed to have been properly given on the date deposited by courier mail, if mailed; on the date first made available, if displayed in the Online Services;

or on the date received, if delivered in any other manner. Legal notices to LN or Subscriber should be sent in writing by courier mail to the addresses above on this Signature Page.

E. 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, LN and its subcontractors agree not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex (as defined in Executive Directive 2019-09), height, weight, marital status, partisan considerations, or any mental or physical disability, or genetic information that is unrelated to the person’s ability to perform the duties of a particular job or position. Breach of this covenant is a material breach of the Contract.

F. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt in accordance with MCL 17.52 and MCL 17.54.

LN may only charge for the LN products and services identified in the Orders and this Agreement. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. All prices are exclusive of taxes, and LN 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 Contract.

The State has the right to withhold payment of any reasonable and substantiated disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify LN of any dispute within a reasonable time.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). LN must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If LN 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 LN against any amount payable by the State to LN under this Contract.

G. Administrative Fee and Reporting. LN must pay an administrative fee of 1% on all payments made to LN under the Contract including transactions with MiDEAL members, identified in Section H below.

Administrative fee payments must be made online by check or credit card:

State of MI Admin Fees: https://www.thepayplace.com/mi/dtmb/adminfee

State of Mi MiDEAL Fees: https://www.thepayplace.com/mi/dtmb/midealfee

LN 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.

H. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government. A current list of MiDEAL members is available at www.michigan.gov/mideal.

If extended, LN must supply all LN products or services 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.

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

I. Under MCL 423.324, the State may void any Contract with a LN or subcontractor who appears on the Unfair Labor Practice register compiled under MCL 423.322.

J. LN warrants that it is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606.

K. The Subscriber or its designee may audit LN to verify compliance with the Contract during reasonable business hours upon at least 10 days prior written notice. LN must retain and provide to the State or its http://www.michigan.gov/SIGMAVSS https://www.thepayplace.com/mi/dtmb/adminfee https://www.thepayplace.com/mi/dtmb/midealfee http://www.michigan.gov/mideal designee and the auditor general upon request, all financial and accounting records related to the Contract through the term of the Contract and for 3 years after the latter of termination, expiration, or final payment under the Contract or any extension.

L. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan regardless of the law that might otherwise apply under applicable principles of conflicts of law.

M. This Agreement and each Order may be signed in counterparts, but no such document will bind either party until signed by authorized representatives of both parties.

Terms & Conditions – Attachment 1 of use for the LexisNexis Services

Schedule B Price Schedule

Schedule C Supplemental Terms

TERMS & CONDITIONS FOR USE OF THE ONLINE SERVICES

The terms and conditions listed below govern use of the online services (the “Online Services”) and materials available therein (“Materials”) provided by LexisNexis, a division of RELX Inc. and its affiliated companies (collectively “LN”). The terms “you” and “your” in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with LN. The “Subscription Agreement” shall consist of these General Terms and Conditions, and the standard, transactional rates applicable to you (the “Price Schedule”).

1. GRANT OF RIGHTS; RESTRICTIONS ON USE

1.1 You and your Authorized Users (defined below in Section 2.1) are granted a nonexclusive, nontransferable, limited right to access and use for research purposes the Online Services and Materials made available to you. The rights granted to each Authorized User are as follows:

(a) The right to electronically display Materials retrieved from the Online Services for the Authorized User's individual governmental use (e.g., no Authorized User may network others via LANs, WANs, intranets or the Internet), subject to the Supplemental Terms for Specific Materials (“Supplemental Terms”) attached to this Contract as Schedule C. LN understands that the You, (i.e., the State of Michigan) cannot and does not agree to any terms found in Supplemental Terms or elsewhere that requires the State to indemnify (or any similar concept), nor does the State of Michigan agree to be bound by any laws other than those of the State of Michigan and any applicable federal law. Although the State of Michigan will not contractually agree to indemnify any third parties, the State will comply with an order from a court of competent jurisdiction that may find as such. Further, notwithstanding the foregoing, an Authorized User may display a de minimis amount of the Materials on an incidental, infrequent basis for non-commercial purposes to other Authorized Users so long as the Authorized Users are in the same physical location and the mode of display is not through the Internet, an intranet or other types of networking communication like LANs or WANs;

(b) The right to email, fax, download or make printouts using the commands of the Online Services and the right to create a single printout of Materials accessed or downloaded by any other means (collectively, “Authorized Printouts”);

(c) With respect to Materials that are court cases, court rules, court briefs, agency issued documents, agency regulations or executive branch materials from the United States, its states, local governments, or territories (collectively, “Authorized Legal Materials”), the right to download using the commands of the Online Services and store in machine-readable form, primarily for that Authorized User's exclusive governmental use, a single copy of insubstantial portions of those Authorized Legal Materials included in any individually searchable file or content source in the Online Services to the extent the storage of those Authorized Legal Materials is not further limited or prohibited by the Supplemental Terms. The storage may continue so long as the Authorized Legal Materials are needed for purposes contemplated under this Subscription Agreement;

(d) With respect to all Materials other than Authorized Legal Materials, the right to download using the commands of the https://www.lexisnexis.com/en-us/terms/LACommercial2/pricing.page https://www.lexisnexis.com/terms/supplemental.aspx http://www.lexisnexis.com/terms/supplemental

Online Services and store in machine readable form for no more than 90 days , primarily for that Authorized User's exclusive governmental use, a single copy of insubstantial portions of those Materials included in any individually searchable file or content source in the Online Services, to the extent the storage of those Materials is not further limited or prohibited by the Supplemental Terms;

(e) Notwithstanding anything to the contrary herein, the right to (1) excerpt or quote insubstantial portions of Materials in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law; (2) distribute Authorized Printouts to persons who are not Authorized Users (including by emailing through the functionality of the Online Services) on an occasional, infrequent basis as permitted by applicable copyright law; and (3) store Materials for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance provided all other Materials are purged promptly upon the expiration of this Subscription Agreement; and

(f) For the avoidance of doubt, downloading and storing Materials in an archival database is prohibited. The Online Services and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Online Services for any purpose whatsoever. If you nevertheless access and use the Online Services or Materials without authorization, your access and use will be governed by these General Terms and Conditions and you will be charged for unauthorized access and payment for use at the rates in the applicable Price Schedule. Payment by the State under this Section constitutes LN’s sole and exclusive remedy for unauthorized use. However, any breach of LN or third party licensing provisions beyond those associated with the unauthorized use may subject the State to legal action and further recovery may be ordered by a court of competent jurisdiction.

1.2 To the extent permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms, you and your Authorized Users may make copies of Authorized Printouts and distribute Authorized Printouts and copies.

1.3 Except as specifically provided in Sections 1.1 and 1.2, you and your Authorized Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Online Services. You may not exploit the goodwill of LN, including its trademarks, service marks, or logos without the express written consent of LN. Additionally, under no circumstances may you or any Authorized User offer any part of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials to compete with the business of LN.

1.4 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and Materials in any medium belongs to LN or its third party suppliers of Materials. RELX and the RE symbol are trade marks of RELX Group plc, used under license. Neither you nor your Authorized Users acquire any proprietary interest in the Online Services, Materials, or copies thereof, except the limited rights granted herein.

1.5 Neither you nor your Authorized Users may use the Online Services or Materials in any fashion that infringes the intellectual property rights or proprietary interests of LN or any third party. Your use of the Online Services and Materials must comply with all applicable laws, rules or regulations.

1.6 Neither you nor your Authorized Users may remove or obscure the copyright notice or other notices contained in Materials.

1.7 Neither you nor your Authorized Users may use information included in the Online Services or Materials to determine an individual consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment;

or (c) a government license or benefit. The term “consumer” is defined in the United States Fair Credit Reporting Act at 15

USC §1681.

2. ACCESS TO SERVICES

2.1 Only your employees, temporary employees, students, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Online Services and Materials (“Eligible Persons”). Without limitation, external professional service providers such as attorneys, accountants, outsourcers and public relations firms are specifically excluded from being Eligible Persons. The term “Authorized User” means an Eligible Person whom you have identified to LN for purposes of issuing an LN ID. You agree that each LN ID may only be used by the Authorized User to whom LN assigns it and that the LN ID may not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will promptly notify LN to deactivate an Authorized User's LN ID if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User's access to the Online Services. You are responsible for all use of the Online Services accessed with LN IDs issued to your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable efforts to prevent unauthorized use of LN IDs assigned to your Authorized Users and will promptly notify LN, in writing, if you suspect that an LN ID is lost, stolen, compromised, or misused. You may not access or otherwise use the Online Services if you are identified on, and You may not provide access to the Online Services to any individuals identified on, OFAC's list of Specially Designated Nationals, the UK's HM Treasury's Consolidated List of Sanctions Targets, or the EU's Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions.

2.2 Use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by LN in writing, use of the Online Services is permitted only via manually conducted, discrete, individual search and retrieval activities.

2.3 To comply with local privacy, data protection and other laws, each LN ID is country specific and may not be used outside the country for which it is issued, except for short periods not to exceed 30 continuous days. If LN suspects use of an LN ID outside the country of issue for a period in excess of 30 continuous days, LN may suspend the LN ID or require you to use and pay for an LN ID for the relevant country. On request, LN will issue a geographically compliant LN ID.

2.4 The Online Services, Materials, and feature functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by LN without notice.

2.5 Subject to Section 2.4 above, the Online Services may contain a feature that will allow your Authorized Users to create work folders or work spaces (“Folders”) from within research sessions that are associated solely with their respective LN IDs. The Folders are designed to allow your Authorized Users to save copies of Materials made available by LN, as well as links to materials made available on the Internet or other documents that you or your Authorized Users' own or otherwise have the right to upload to Folders. Applicable charges for the Folders are listed in the Price Schedule. LN represents and warrants that: (a) the Folders will be under the exclusive control of your Authorized Users; and (b) LN will not access or otherwise review the content of Folders without your authorization. Notwithstanding the foregoing, LN may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the Online Services and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding.

Authorized Users are solely responsible for the content of their respective Folders. You agree that the Authorized Users have the right and authority to upload any and all content to the Folders that is not provided by LN. Authorized Users are prohibited from uploading content to the Folders that is defamatory, libelous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. In addition, Authorized Users are strictly prohibited from uploading content to the Folders that is unlawful or that is considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH). To the extent possible, the State will comply with court orders if a court of competent jurisdiction determines that the State’s use of the Folders or any content uploaded to the Folders, excluding LN Materials, resulted in any non-consequential, non-speculative, direct damages to LN. Authorized Users are solely responsible for securing or saving the content of their respective Folders before the expiration or termination of this Subscription Agreement, if desired. LN has no obligation to provide the content of Folders to you or your Authorized Users after the termination of this Subscription Agreement. All LN Materials contained in Folders remain subject to the storage limitations and other license terms and restrictions set forth in this Subscription Agreement.

3. LIMITED WARRANTY

3.1 LN represents and warrants that it has the right and authority to make the Online Services and Materials available to you and your Authorized Users as authorized expressly by this Subscription Agreement.

3.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND LN AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE.

4. LIMITATION OF LIABILITY

4.1 A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or any Materials available or not included therein, (b) the unavailability or interruption of the Online Service or any features thereof or any Materials, (c) your or an Authorized User's use of the Online Services or Materials, (d) the loss or corruption of any data or equipment in connection with the Online Services, (e) the content, accuracy, or completeness of Materials, all regardless of whether you received assistance in the use of the Online Service from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.

4.2 “Covered Party” means (a) LN and any officer, director, employee, subcontractor, agent, successor, or assign of LN;

and (b) each third party supplier of Materials, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or third party alliance entity or any of their affiliates.

4.3 WITH THE EXCEPTION OF CUSTOMER’S MISUSE OF LN DATA OR VIOLATION OF ANY THIRD PARTY LICENSING TERMS OR VIOLATION OF THE LAW, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF ANY PARTY IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS OR THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH

YOU MAY HAVE AGAINST ANY COVERED PARTY.

4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO LN OR ITS

THIRD PARTY SUPPLIERS.

4.5 Notwithstanding anything to the contrary in this Section 4: (a) If there is a breach of the warranty in Section 3.1 above, then LN at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party's claim of patent, trademark, service mark, copyright or trade secret infringement related to use of the Online Services or Materials, asserted against you by such third party provided: (i) all use of the Online Services and Materials was in accordance with this Subscription Agreement; (ii) the claim, cause of action or infringement was not caused by you modifying or combining the Online Services or Materials with or into other products or applications not approved by LN; (iii) you give LN prompt notice of any such claim; and (iv) you give LN, at LN’s expense, the ability to review and approve the investigation, defense and settlement of each claim. . You, at LN's expense, shall reasonably cooperate with LN in connection with the foregoing.

The State will notify LN in writing if indemnification is sought; however, failure to do so will not relieve LN, except to the extent that LN 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. LN 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.

(b) In addition to Section 4.5(a), if the Online Services or the operation thereof become, or in the opinion of LN are likely to become, the subject of a claim of infringement, LN may, at its option and expense, either: (i) procure for you the right to continue using the Online Services, (ii) replace or modify the Online Services so that they become non-infringing, or (iii) terminate this Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges.

(c) The provisions of Sections 4.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.

5. MISCELLANEOUS

5.1 As further described below, these General Terms and Conditions, including the Additional Terms may be changed from time to time as described below or by written agreement.