230000000245.pdf

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

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

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Keylight applications and services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

December 15, 2022 December 15, 2025 5 - 1 Year December 15, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

5500 Meadows Road, Suite 500

Lake Oswego OR 97070

Peter Clarke

469-571-0415 peter.clarke@navex.com

VS0247143

NAVEX GLOBAL, INC

C O

N

TR

A C

TO

R

517-582-4642 shahs1@Michigan.gov

David Stohrer

517-896-4043

DTMB

Smruti Shah DTMB

StohrerD1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 7 to

Contract Number 230000000245

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

1 Year December 15, 2026

$1,782,769.13 $672,808.61 $2,455,577.74

DESCRIPTION

Effective September 11, 2025, this Contract is exercising the first option year, and is increased by $ 672,808.61 per Pricing in Schedule B. The revised Contract expiration date is 12/15/2026.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on September 11, 2025.

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

Keylight applications and services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

December 15, 2022 December 15, 2025 5 - 12 Months December 15, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

5500 Meadows Road, Suite 500

Lake Oswego OR 97070

Peter Clarke

469-571-0415 peter.clarke@navex.com

VS0247143

NAVEX GLOBAL, INC

C O

N

TR

A C

TO

R

517-582-4642 shahs1@Michigan.gov

David Stohrer

517-896-4043

DTMB

Smruti Shah DTMB

StohrerD1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 6 to

Contract Number 230000000245

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,538,031.11 $244,738.02 $1,782,769.13

DESCRIPTION

Effective April 1, 2025, this Contract is hereby increased by $244,738.02 in order to renew and realign subscriptions of NAVEX IRM services. The revised subscription term expiration date is December 14, 2025.

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

Michigan.gov/MiProcurement

Version 2021-1 1 of 3

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Navex Realignment and Renewal of Subscriptions

Period of Coverage:

April 6, 2025 - December 14, Requesting Department:

DTMB CIP

Date:

4/1/2025

Agency Project Manager:

Smruti Shah

Phone:

517-582-4642

DTMB Project Manager:

Stephanie Jeppesen

Phone:

517-245-5693

BACKGROUND:

The State of Michigan (hereinafter referred to as “State”) is under contract 230000000245 with NAVEX Global Inc (“Contractor”). This Statement of Work (“SOW”) amends the contract to extend the subscription term through December 14, 2025.

Unless otherwise identified within this SOW, all Contract Terms and Conditions remain in full effect.

PROJECT OBJECTIVE:

Both parties agree to renew the Services (listed below under Scope of Work) for the additional period running from April 6, 2025 through December 14, 2025.

SCOPE OF WORK:

The prorated fees listed in the chart below reflect the fees due for the period April 6, 2025 through December 14, 2025. The parties agree to renew the Services listed below for this additional period:

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Realignment and Renewal of Subscriptions currently on April Expiration Dates:

Services Quantity Annual Fee Prorated Fees

Due

IRM

NAVEX IRM Enterprise Edition 1 $238,743.75 $165,485.39 NAVEX IRM Virtual Administrator (VA) Subscription

15 $45,000.00 $31,191.78

Sandbox-Cloud-Application 12 $26,964.00 $18,690.11 NAVEX IRM Additional Storage

(150 GB)

31 $25,885.44 $17,942.51

Sandbox-Cloud-Instance 2 $11,235.00 $7,787.55 Sandbox-Cloud-UserPack 11 $5,252.36 $3,640.68 NAVEX Integration Cloud - Internal 1 $0.00 $0.00

TOTALS:

Current

Annual Fees Fees Due

$353,080.55 $244,738.02

Version 2021-1 3 of 3

SPECIFIC DEPARTMENT STANDARDS:

Agency Standards, if any, in addition to DTMB standards

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated Agency Project Manager is:

Smruti Shah DTMB – Cybersecurity and Infrastructure Protection MSPHQ / 2nd Floor 7150 Harris Drive Dimondale, MI 48821 517-582-4642 shahs1@michigan.gov

AGENCY RESPONSIBILITIES:

Per the terms of the contract.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

Consultants will work offsite unless otherwise mutually agreed to by Navex and the State.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

This purchase order is a release from Contract Number 230000000245. This purchase order, statement of work, and the terms and conditions of Contract Number 230000000245 constitute the entire agreement between the State and the Contractor.

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

Keylight applications and services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

December 15, 2022 December 15, 2025 5 - 12 Months December 15, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

5500 Meadows Road, Suite 500

Lake Oswego OR 97070

Peter Clarke

469-571-0415 peter.clarke@navex.com

VS0247143

NAVEX GLOBAL, INC

C O

N

TR

A C

TO

R

Jeremy Lyon

517-230-2858

Various DTMB lyonj5@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 5

Contract Number MA230000000245 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

$1,250,341.55 $287,689.56 $1,538,031.11

DESCRIPTION

effective 10/29/2024, this change is to add funding in the amount of $287,689.56 for year 3 renewal.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on 10/29/2024.

AGENCY NAME PHONE EMAIL

DTMB Smruti Shah 517-582-4642 shahs1@Michigan.gov

DTMB Sandip Shah 517-335-8063 shahs@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA230000000245

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Keylight applications and services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

December 15, 2022 December 15, 2025 5 - 12 Months December 15, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

5500 Meadows Road, Suite 500

Lake Oswego OR 97070

Peter Clarke

469-571-0415 peter.clarke@navex.com

VS0247143

NAVEX GLOBAL, INC

C O

N

TR

A C

TO

R

Jeremy Lyon

5172302858

DTMB

Various DTMB lyonJ5@michigan.gov

STA

TE

C ontract

A dm inistrator Program M anager

N/ANet 45

Change Notice Number 4

Contract Number MA230000000245 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

$1,235,491.55 $14,850.00 $1,250,341.55

DESCRIPTION

6/10/2024, this change is for a dollar increase to purchase professional services. adding funds in the amount of $14,850.00. For further information, please see the attached SOW below.

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

DTMB Smruti Shah 517-582-4642 shahs1@Michigan.gov

DTMB Sandip Shah 517-335-8063 shahs@michigan.gov

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA230000000245

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STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Navex

Period of Coverage:

Requesting Department:

DTMB

Date:

Agency Project Manager: Stephanie Jeppesen

Phone:

517-245-5693

DTMB Project Manager: Smruti Shah

517-582-4642

The State of Michigan successfully deployed NAVEX IRM (Formerly LockPath / Keylight) in 2017. Over time improvements have become more difficult, especially changes that affect the original design assumptions.

PROJECT OBJECTIVE:

The MiSAP 2.0 project aims to re-configure NAVEX IRM, starting from scratch, leveraging the lessons learned from the past 5+ years, and any new NAVEX IRM features introduced since the original implementation.

SCOPE OF WORK:

This Custom Engagement (PS) includes all necessary support from NAVEX Professional Services to design and implement the automation described below within NAVEX IRM for the State of Michigan ("Customer"), leveraging the NAVEX Integration Cloud (NIC).

DELIVERABLES:

Technical support is required to assist with the following tasks:

Professional Services Solutions Consultants will provide consultative support for NAVEX IRM to stakeholders identified by State of Michigan in the following areas:

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Consulting Deliverable Description

Project Kickoff and Planning N/A

Scope of work for Custom

Engagement

The scope of work for this Custom Engagement (PS) includes the following recipes to be delivered via NIC:

**Link Control Tasks (A) to Common Controls (C) using connections from (A) => (B) and (B) => (C). Additionally update Control Method (on Control Tasks (A)) to match Control Method Recommendation (on Common Controls (C)), and if that method is "Common Alone", transition the Control Task (A) record to "Closed".

**Export report nightly of all Control Tasks (A) updated in the last 24 hours with 'Selected Services' (B) assigned

Report will not include records updated by NIC or System user profiles, based on the 'Updated By' field.

**Loop through all Control Tasks (A) present. For each task:

Loop through all Selected Services (B). For each Selected Service:

Loop through all Common Controls (C)

If CC# == Control Task ID, map Common Control (C) to Control Task (A) and Control Method Recommendation (C) to Control Method (A).

Also, if method recommendation (C) == Common Alone, transition Control Task A record to closed.

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Service Assumptions

• Any functionality which varies from the scope outlined above will require additional scoping, and amendment via a new Change Order, prior to delivery by NAVEX.

• NAVEX will assign Technical Specialist resources after update criteria has been received and any needed configuration updates have been made in the EPIM system

• Customer will allow NAVEX to copy their current database into a preview environment

• NAVEX will perform updates in the preview environment prior to any production updates

• Project Resource availability is critical to the success of this effort. Customer resource changes or unavailability will impact the project timeline and could increase the cost of the overall effort

• Customer will review / approve changes in the preview environment before any work is performed in the live system

• NAVEX will purge the temporary database within 30 days of the update being performed in the production system

• Up to fifty four (54) hours will be allocated to Technical Specialist and Professional Services resources to complete the above scope of work.

• Project hours may be consumed by preparations for meetings, completing the work as defined, quality assurance, and other action items necessary to deliver the aforementioned scope of work. Additional hours will be billed at the current rate.

• All activities, deliverables, and hours outlined in this Statement of Work will expire ninety (90) days from project kickoff. A new Statement of Work will be required to continue work beyond the expiration date, which may require additional hours to be purchased by the Customer

ACCEPTANCE CRITERIA:

Intentionally omitted.

PROJECT CONTROL AND REPORTS:

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A bi-weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project. This report may be submitted with the billing invoice. Each bi-weekly progress report must contain the following:

1. Hours: Indicate the number of hours expended during the past two weeks, and the cumulative total to date for the project. Also state whether the remaining hours are sufficient to complete the project.

2. Accomplishments: Indicate what was worked on and what was completed during the current reporting period.

3. Funds: Indicate the amount of funds expended during the current reporting period, and the cumulative total to date for the project.

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

PAYMENT SCHEDULE:

NAVEX will work with State of Michigan to define a timetable suitable for achieving all defined objectives within this proposal. At the completion of this project, our consultant will present State of Michigan all deliverables identified in this proposal which we will use collaboratively throughout the engagement as a reference point for defined activities and milestones.

Consulting Resource Units Fee Solutions Consultant 1 $14,850

NAVEX shall invoice the additional fees in the amount of $14,850.00 upon execution and the State shall remit payment within forty-five (45) days of the invoice’s date.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated Agency Project Manager is:

Smruti Shah DTMB-Cybersecurity and Infrastructure Protection MSPHQ/2nd Floor7150 Harris Drive Dimondale, MI 48821

Version 2021-1 5 of 5

517-582-4642shahs1@michigan.gov

The designated DTMB Project Manager is:

Smruti Shah

DTMB-CIP

MSPHQ/2nd Floor 7150 Harris Drive Dimondale, MI 48821 517-582-4642 shahs1@michigan.gov

AGENCY RESPONSIBILITIES:

Per the terms of the contract.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work offsite unless otherwise mutually agreed to by Navex and the State.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

This purchase order is a release from Contract Number 230000000245. This purchase order, statement of work, and the terms and conditions of Contract

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 3 to

Contract Number 230000000245 shahs1@Michigan.gov

Smruti Shah

Matt Weiss peter.clarke@navex.com

Peter Clarke

Lake Oswego, OR 97070

NAVEX Global, Inc.

VS0247143

469-571-0415

5500 Meadows Road, , Suite 500

(517) 256-9895 S

T A

T E

P ro g ra m

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

517-582-4642

DTMB

weissm4@michigan.gov

$1,148,100.56

December 15, 2022 December 15, 2025

KEYLIGHT APPLICATIONS AND SERVICES

December 15, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

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

☐ ☐ December 15, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$87,390.99 $1,235,491.55

Effective 4/3/2024, this change is to add funding in the amoutn of $87,390.99 for the renewal of Original Tenant and scope change for Virtual Administrator Subscription.

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

DESCRIPTION

CONTRACT SUMMARY

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. 230000000245

Sandip Shah 517-335-8063 shahs@michigan.govDTMB

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STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Period of Coverage:

4/6/24-4/5/25

Requesting Department:

DTMB

Date:

Agency Project Manager:

Stephanie Jeppesen

Phone:

517-245-5693

DTMB Project Manager:

Smruti Shah

Keylight) in 2017. Over time improvements have become more difficult, especially changes that affect the original design assumptions.

PROJECT OBJECTIVE:

The MiSAP 2.0 project aims to re-configure NAVEX IRM, starting from scratch, 15 Units NAVEX IRM Virtual Administrator (LVA) Subscription (fixed increments of fifteen (15) hours of Professional Services support per month) Renew the remaining IRM Services for an additional one (1) year term. Renewal is by mutual consent of both NAVEX and the State.

DELIVERABLES:

Technical support is required to assist with the following tasks:

Professional Services Solutions Consultants will provide consultative support for NAVEX IRM to stakeholders identified by State of Michigan in the following areas:

Deliverable Description

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Project Kickoff and Planning

• N/A

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Scope of

Engagement

• The NAVEX IRM Virtual Administrator (VA) is a Professional

Service offering which provides a dedicated team of Consultants to answer questions and assist with ongoing configuration of the customer's NAVEX IRM platform. NAVEX's expert consultants have deep knowledge and experience in the Risk and Compliance industry and are positioned to provide consulting on NAVEX IRM suite of applications, connectors and add-ons. The VA is sold in fixed increments of fifteen (15) hours of Professional Services support per month. Hours must be consumed in the month they are designated, and unused hours do not carry over. VAs will automatically renew for successive one (1) year periods unless cancelled within ninety (90) days of the VA renewal date.

Deliverables

The LVA services are designed to assists customers with the following activities:

• Facilitate strategy discussions specific to NAVEX IRM functionality and designated use cases

• Assist in driving process improvement opportunities leveraging the NAVEX IRM platform

• Analyze, correlate and organize data for import into the NAVEX IRM platform

• Support configuration (e.g., tables, fields, workflows, notifications, reports, dashboards, groups, etc.)

• Organize and facilitate testing

• Create support documentation to support training and adoption

• Provide training for other system administrators, workflow owners, and end-users

• Migrate new / existing builds from Development to Production environments (as instructed)

• Recommend best practices for implementing processes within the platform

• Serve as a platform administrator (for the NAVEX IRM Platform)

Customer Responsibilities:

• Customer will grant assigned NAVEX personnel with appropriate access to all necessary data, documentation, and specifications for completion of the agreed upon VA services

• Customer understands and acknowledges that NAVEX has not been engaged to provide any kind of opinion or analysis with respect to the effectiveness of Customer’s controls or Customer’s compliance with policies, procedures, or applicable law

• Customer remains solely responsible for Customer’s use of the NAVEX IRM Services and any use of the NAVEX IRM Services

Version 2021-1 4 of 6 by NAVEX pursuant to Customer’s decisions made in connection with the VA Services

ACCEPTANCE CRITERIA:

Intentionally omitted.

PROJECT CONTROL AND REPORTS:

A bi-weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project. This report may be submitted with the billing invoice. Each bi-weekly progress report must contain the following:

1. Hours: Indicate the number of hours expended during the past two weeks, and the cumulative total to date for the project. Also state whether the remaining hours are sufficient to complete the project.

2. Accomplishments: Indicate what was worked on and what was completed during the current reporting period.

3. Funds: Indicate the amount of funds expended during the current reporting period, and the cumulative total to date for the project.

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

PAYMENT SCHEDULE:

NAVEX will work with State of Michigan to define a timetable suitable for achieving all defined objectives within this proposal. At the completion of this project, our consultant will present State of Michigan all deliverables identified in this proposal which we will use collaboratively throughout the engagement as a reference point for defined activities and milestones.

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Consulting Resource Units Fee Solutions Consultant 15 $45,000

NAVEX shall invoice the one (1) year renewal fees in the amount of $308,080.55, and additional fees in the amount of $45,000.00 upon execution and the State shall remit payment within forty-five (45) days of the invoice’s date.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated Agency Project Manager is:

Smruti Shah DTMB-Cybersecurity and Infrastructure Protection MSPHQ/2nd Floor7150 Harris Drive Dimondale, MI 48821 517-582-4642shahs1@michigan.gov

The designated DTMB Project Manager is:

Smruti Shah

DTMB-CIP

MSPHQ/2nd Floor 7150 Harris Drive Dimondale, MI 48821 517-582-4642 shahs1@michigan.gov

AGENCY RESPONSIBILITIES:

Per the terms of the contract.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

mailto:517-582-4642shahs1@michigan.gov mailto:shahs1@michigan.gov

Version 2021-1 6 of 6

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

This purchase order is a release from Contract Number 230000000245. This purchase order, statement of work, and the terms and conditions of Contract

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

Contract Number 230000000245 shahs1@Michigan.gov

Smruti Shah

Jeremy Lyon peter.clarke@navex.com

Peter Clarke

Lake Oswego, OR 97070

NAVEX Global, Inc.

VS0247143

469-571-0415

5500 Meadows Road, , Suite 500

517-230-2858 S

T A

T E

P ro g 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

517-582-4642

DTMB

lyonj5@michigan.gov

$1,126,100.56

December 15, 2022 December 15, 2025

KEYLIGHT APPLICATIONS AND SERVICES

December 15, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

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

☐ ☐ December 15, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$22,000.00 $1,148,100.56

Effective 2/20/2024, DTMB is adding $22,000 for the MiSAP 2.0 project which will re-configure NAVEX IRM. The below statement of work outlines the associated deliverables.

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

DESCRIPTION

Version 2021-1 1 of 5

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Period of Coverage:

Requesting Department:

Date:

Agency Project Manager:

Stephanie Jeppesen

Phone:

517-245-5693

DTMB Project Manager:

Smruti Shah

Keylight) in 2017. Over time improvements have become more difficult, especially changes that affect the original design assumptions.

PROJECT OBJECTIVE:

The MiSAP 2.0 project aims to re-configure NAVEX IRM, starting from scratch, Eighty (80) hours of NAVEX Virtual Administrator services.

SOW Term / Expiration: This Statement of Work (SOW) will expire ninety (90) days from project Kick-off Date. A new SOW will be required to extend project past expiration. Total Professional Services consulting hours allotted, to be consumed during SOW Term, are eighty (80). Professional Services consulting hours worked during SOW Term exceeding eighty (80) will require purchasing additional hours via a new SOW at the standard rate of $275 per hour, prior to delivery of additional services.

DELIVERABLES:

Technical support is required to assist with the following tasks:

Professional Services Solutions Consultants will provide consultative support for NAVEX IRM to stakeholders identified by State of Michigan in the following areas:

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Consulting Deliverable Description

Project Kickoff and Planning

• Conduct kickoff meeting to introduce stakeholders and align on expectations around timelines, objectives, project management, and ongoing communication

Scope of Consulting

Engagement

• The NAVEX Professional Services resource will attend 1-2 weekly stand-up meetings where they will provide feedback and suggestions for an optimal design considering State of Michigan requirements.

• NAVEX Professional Services will not provide recommendations beyond configuration outcome best practices. Examples of out-of-scope recommendations include, but are not limited to;

industry best practices for process design, scope of roles/responsibilities for various stakeholders, and/or risk scoring methodology.

Consulting Deliverables

• Attend a SOM MiSAP process overview session to gain an understanding of the current state design.

o Session will be coordinated, hosted, and conducted by the State of Michigan.

• Review existing documentation

• Recommendations specifically regarding configuration / implementation of State of Michigan requirements

• Consultative support towards implementing components in the

MiSAP 2.0 Sandbox o All implementation and/or configuration work to be completed by the State of Michigan.

• Foundational design best practice recommendations o Table design o Naming conventions o Access model – use assignments vs. restrict record access vs. TBD o Audit monitoring o Separation of duties o Automation best practices

• The primary processes to be supported through consultation (see Scope of Consulting Engagement section above):

o Security Accreditation / Authority to Operate o POAM remediation o Technical Review Board o IT readiness / new project ideas management o Data Classification o Vendor Risk Management

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• The sub-processes to be supported include (see Scope of Consulting Engagement section above):

o User onboarding / SSO o Access request process o Annual user access review o Unified vulnerability management (infrastructure and application vulnerabilities)

PROJECT CONTROL AND REPORTS:

A bi-weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project. This report may be submitted with the billing invoice. Each bi-weekly progress report must contain the following:

1. Hours: Indicate the number of hours expended during the past two weeks, and the cumulative total to date for the project. Also state whether the remaining hours are sufficient to complete the project.

2. Accomplishments: Indicate what was worked on and what was completed during the current reporting period.

3. Funds: Indicate the amount of funds expended during the current reporting period, and the cumulative total to date for the project.

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

PAYMENT SCHEDULE:

NAVEX will work with State of Michigan to define a timetable suitable for achieving all defined objectives within this proposal. At the completion of this project, our consultant will present State of Michigan all deliverables identified in this proposal which we will use collaboratively throughout the engagement as a reference point for defined activities and milestones.

Consulting Resource Hours Fee

Version 2021-1 4 of 5

Solutions Consultant 80 $22,000

Project hours may be consumed by the Solutions Consultant(s) in completing preparations for meetings, completing offline assessment and solution design, knowledge transfer and other action items necessary to deliver the Statement of Work.

Additional hours will be billed at a rate of $275.00 per hour and will require a new Statement of Work before proceeding.

NAVEX shall invoice the State in the amount of $22,000.00 upon execution of this Statement of Work. The State shall remit payment within forty-five (45) days in accordance with Section 13 of the Contract Terms.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated Agency Project Manager is:

Smruti Shah DTMB-Cybersecurity and Infrastructure Protection MSPHQ/2nd Floor7150 Harris Drive Dimondale, MI 48821 517-582-4642shahs1@michigan.gov

The designated DTMB Project Manager is:

Smruti Shah

DTMB-CIP

MSPHQ/2nd Floor 7150 Harris Drive Dimondale, MI 48821 517-582-4642 shahs1@michigan.gov

AGENCY RESPONSIBILITIES:

Per the terms of the contract.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Version 2021-1 5 of 5

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

This purchase order is a release from Contract Number 230000000245. This purchase order, statement of work, and the terms and conditions of Contract

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 1 to

230000000245Contract Number shahs1@Michigan.gov

Smruti Shah

Matt Weiss peter.clarke@navex.com

Peter Clarke

Lake Oswego, OR 97070

NAVEX Global, Inc.

VS0247143

469-571-0415

5500 Meadows Road, , Suite 500

(517) 256-9895 S

T A

T E

P ro g 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

517-582-4642

DTMB

weissm4@michigan.gov

$838,174.81

December 15, 2022 December 15, 2025

KEYLIGHT APPLICATIONS AND SERVICES

December 15, 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

$287,925.75 $1,126,100.56

Effective 4/1/2023, the following amendment is incorporated, and the contract is increased by $287,925.75 to transition the State's instance of Keylight from an MMCP purchase to a direct purchase through NAVEX. This Change Notice also updates Schedule B – Pricing.

All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB procurement and State Administrative Board approval on 4/25/2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

5500 Meadows Road, Suite 500, Lake Oswego, OR 97035 | Toll Free: 1 (866) 297-0224 Confidential © 2022 NAVEX Global, Inc. All rights reserved.

FIRST AMENDMENT to CONTRACT NO. 230000000245

I. GENERAL INFORMATION

This First Amendment (“Amendment”) to Contract No. 230000000245 is effective on April 6, 2023 (“Effective Date”), by and between NAVEX Global, Inc., (“NAVEX”), and State of Michigan (the “State”) (collectively “Parties”).

II. RECITALS

WHEREAS, NAVEX and the State entered into Contract No. 230000000245 (“Agreement”), dated December 15, 2022, wherein NAVEX agreed to provide certain Services in accordance with the Agreement.

WHEREAS, NAVEX additionally provides certain Services (the “2016 Services”) to the State by virtue of an arrangement with service reseller SHI International (“SHI”), where the 2016 Services are provided in accordance with the End User Subscription Agreement dated March 31, 2016, between NAVEX (as successor to Lockpath, Inc.) and the State (“EUSA”).

WHEREAS, the arrangement between the State and SHI for NAVEX to provide Services to the State expires after April 5, 2023.

WHEREAS, the parties agree that the 2016 Services will renew upon the Effective Date but be governed by the Agreement, and the EUSA will terminate.

WHEREAS, the parties additionally agree to correct the annual price increase language of Schedule B to the Agreement.

NOW, THEREFORE, in consideration of the agreements, covenants, terms and conditions herein contained and other consideration, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

III. AGREEMENT

1) SHI ARRANGEMENT. For the avoidance of doubt, the State is responsible for arranging with SHI the conclusion of the State’s business relationship with respect to the 2016 Services. The State hereby confirms that it understands that this Amendment does not serve to terminate such relationship, and if the State does not independently arrange with SHI to terminate their business relationship with respect to the 2016 Services the State may be subject to additional payment obligations to SHI.

2) RENEWAL OF SERVICES ON AGREEMENT

a) The EUSA is hereby terminated as of the Effective Date. NAVEX will provide Services to the State, and the State will pay NAVEX for Services, as detailed herein and in accordance with the Agreement. The 2016 Services are subject to the descriptions of service in Schedule A to the Agreement.

b) The following additional Service and pricing information is hereby appended to Section I of Schedule B – Pricing:

Services Qty Annual Fees

(4/6/2023 – 4/5/2024)

One-Time Fees Fees Due

Lockpath NAVEX IRM Enterprise Edition 1 $223,125.00 - $223,125.00

Sandbox-Cloud-Application 12 $25,200.00 - $25,200.00

NAVEX IRM Additional Storage 15 $24,192.00 - $24,192.00

Sandbox-Cloud-Instance 2 $10,500.00 - $10,500.00

5500 Meadows Road, Suite 500 Lake Oswego, OR 97035 | Toll Free: 1 (866) 297-0224 | Fax: (503) 906-5280 Confidential © 2017 NAVEX Global, Inc. All rights reserved. Page 2 of 3

Sandbox-Cloud-UserPack 11 $4,908.75 - $4,908.75

NAVEX Integration Cloud - Internal 1 $0.00 - $0.00

Annual Fees

One-Time Fees Fees Due

SUB-TOTALS: $287,925.75 $0.00 $287,925.75

TOTAL FEES DUE NOW: $287,925.75

c) Notwithstanding the Term and renewal process defined in the Agreement, the 2016 Services shall renew on the Effective Date and run for one (1) year. Renewal is by mutual consent of both NAVEX and the State.

d) The 2016 Services were fully implemented under the EUSA, and as such any descriptions of implementation or acceptance and acceptance tests contained in the Agreement do not apply to the 2016 Services.

e) The “Additional Terms” of Section I of Schedule B – Pricing do not apply to the 2016 Services.

f) All Fees detailed herein will be invoiced upon execution of this Amendment and the State shall remit payment within 45 days of said invoice’s date.

g) All Fees for subsequent years will be invoiced to the State at least 45 days prior to the start of the upcoming year and will be due by the start of such year.

h) All prices are in U.S. Dollars.

3) ANNUAL INCREASE. Schedule B - Pricing, Section I, Additional Term #3 is hereby deleted in its entirety and replaced with the following:

During the Initial Term, any such increase in Annual Fees shall not be more than 3% annually.

4) This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the Parties. The Parties may execute this Amendment by an exchange of faxed, emailed, or electronically signed copies hereof, which shall be binding.

5) Each person executing this Amendment on behalf of the State and NAVEX, respectively, warrants his or her authority to do so.

6) All other terms and conditions of the Agreement shall remain in full force and effect.

5500 Meadows Road, Suite 500 Lake Oswego, OR 97035 | Toll Free: 1 (866) 297-0224 | Fax: (503) 906-5280 Confidential © 2017 NAVEX Global, Inc. All rights reserved. Page 3 of 3

7) All terms, unless otherwise defined herein, shall be given the meaning ascribed to them in the Agreement.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000000245 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

NAVEX Global, Inc.

ST

A

TE

Pr og ra m

M an ag er

Smruti Shah DTMB

5500 Meadows Road, Suite 500 517-582-4642

Lake Oswego, OR 97070 ShahS1@michigan.gov

Peter Clarke C on tra ct

Ad in is tra to r Matt Weiss DTMB

469-571-0415 517-256-9895 peter.clarke@navex.com weissm4@michigan.gov

VS0247143

DESCRIPTION: Keylight applications and services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

December 15, 2022 December 15, 2025 5, 1 year December 15, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 NA

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

NA

MISCELLANEOUS INFORMATION

NA

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $838,174.81

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget Elliott-Larsen Building, 320 S Walnut St #6, Lansing, MI 48933

CONTRACT NO. 230000000245

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

SOFTWARE CONTRACT TERMS AND

CONDITIONS

These Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (Collectively this “Contract”) are agreed to between the State of Michigan (the “State”) and NAVEX Global, Inc. (“Contractor”), a Delaware Corporation. This Contract is effective on December 15, 2022 (“Effective Date”), and unless terminated, will expire on December 15, 2025 (the “Term”).

This Contract may be renewed for up to 5 additional, 1-year period(s). Renewal is by mutual consent of both the Contractor and the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via a Change Notice.

1. Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Acceptance” has the meaning set forth in Section 9.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 9.1 and a Statement of Work to determine whether the Software meets the requirements of this Contract and the Documentation.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person.

“Allegedly Infringing Materials” has the meaning set forth in Section 17.2(b).

“Approved Third Party Components” means all third party components, including Open-Source Components, that are included in or used in connection with the Software and are specifically identified by Contractor in the Contractor’s Bid Response or as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Requirements.

“Authorized Users” means all Persons authorized by the State to access and use the Software under this Contract, subject to the maximum number of users specified in the applicable Statement of Work.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by law to be closed for business.

“Business Requirements Specification” means the initial specification setting forth the State’s business requirements regarding the features and functionality of the Software, as set forth in a Statement of Work.

“Change” has the meaning set forth in Section 2.2.

“Change Notice” has the meaning set forth in Section 2.2(b).

“Change Proposal” has the meaning set forth in Section 2.2(a).

“Change Request” has the meaning set forth in Section 2.2.

“Confidential Information” has the meaning set forth in Section 22.1.

“Configuration” means State-specific changes made to the Software without Source Code or structural data model changes occurring.

“Contract” has the meaning set forth in the preamble.

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract.

Each party’s Contract Administrator will be identified in Schedule A or subsequent Change Notices.

“Contractor” has the meaning set forth in the preamble.

“Contractor’s Bid Response” means the Contractor’s proposal submitted in response to the ITN.

“Contractor Hosted” means the Hosted Services are provided by Contractor or one or more of its Permitted Subcontractors.

“Contractor Personnel” means all employees of Contractor or any subcontractors or Permitted Subcontractors involved in the performance of Services hereunder.

“Contractor Project Manager” means the individual appointed by Contractor and identified in Schedule A or subsequent Change Notices to serve as the primary contact with regard to services, to monitor and coordinate the day-to-day activities of this Contract, and to perform other duties as may be further defined in this Contract, including an applicable Statement of Work.

“Customization” means State-specific changes to the Software's underlying Source Code or structural data model changes.

“Deliverables” means the Software, and all other documents and other materials that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in a Statement of Work and all Work Product.

“Deposit Material” refers to material required to be deposited pursuant to Section 28.

“Disaster Recovery Plan” refers to the set(s) of documents, instructions, and procedures which enable the Contractor to respond to accidents, disasters, emergencies, or threats without any stoppage or hindrance in its key operations and to the actions the Contractor takes to meet the Recovery Point and Recovery Time Objectives.

“Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Software.

“DTMB” means the Michigan Department of Technology, Management and Budget.

“Effective Date” has the meaning set forth in the preamble.

“Fees” means the fees set forth in the Pricing Schedule attached as Schedule B.

“Financial Audit Period” has the meaning set forth in Section 23.1.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, encrypt, modify, copy, or otherwise harm or impede in any manner, any (i) computer, software, firmware, data, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or (b) prevent the State or any Authorized User from accessing or using the Services as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

“HIPAA” has the meaning set forth in Section 21.1.

“Hosted Services” means the hosting, management and operation of the Operating Environment, Software, other services (including support and subcontracted services), and related resources for remote electronic access and use by the State and its Authorized Users, including any services and facilities related to disaster recovery obligations.

“Implementation Plan” means the schedule included in a Statement of Work setting forth the sequence of events for the performance of Services under a Statement of Work, including the Milestones and Milestone Dates.

“Integration Testing” has the meaning set forth in Section 9.2(a).

“Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in the Contract.

“Loss or Losses” means all losses, including but not limited to, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

“Milestone” means an event or task described in the Implementation Plan under a Statement of Work that must be completed by the corresponding Milestone Date.

“Milestone Date” means the date by which a particular Milestone must be completed as set forth in the Implementation Plan under a Statement of Work.

“New Version” means any new version of the Software, including any updated Documentation, that the Contractor may from time to time introduce and market generally as a distinct licensed product, as may be indicated by Contractor's designation of a new version number.

“Nonconformity” or “Nonconformities” means any failure or failures of the Software to conform to the requirements of this Contract, including any applicable Documentation.

“Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“Operating Environment” means, collectively, the platform, environment and conditions on, in or under which the Software is intended to be installed and operate, as set forth in a Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software, system architecture, configuration, computing hardware, ancillary equipment, networking, software, firmware, databases, data, and electronic systems (including database management systems).

“PAT” means a document or product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT®, that specifies how information and software products, such as websites, applications, software and associated content, conform to WCAG 2.0 Level AA.

“Permitted Subcontractor” means any third party hired by Contractor to perform Services for the State under this Contract or have access to State Data.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Pricing Schedule” means the schedule attached as Schedule B.

“Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other improvements or derivative works, (b) process, retrieve, output, consult, use, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or (c) block, erase or destroy. “Processing” and “Processed” have correlative meanings.

“Representatives” means a party's employees, officers, directors, partners, shareholders, agents, attorneys, successors and permitted assigns.

“RFP” means the State’s request for proposal designed to solicit responses for Services under this Contract.

“Services” means any of the services, including but not limited to, Hosted Services, Contractor is required to or otherwise does provide under this Contract.

“Service Level Agreement” means the schedule attached as Schedule D, setting forth the Support…