230000001706.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Uniform Commercial Code (UCC) System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 1, 2023 November 1, 2028 5 - 1 Year November 1, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

SK

Ryan Graham ryan.graham@isc.ca

VS0296576

Information Services Corporation

C O

N

TR

A C

TO

R

Angela Wright

517-899-4646

DTMB

Various Various wrighta33@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 6

Contract Number MA230000001706 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

0 Years

$3,344,939.00 $94,018.00 $3,438,957.00

DESCRIPTION

Effective September 1, 2025, the parties add $94,018.00 for the services detailed in the attached SOW.

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

Further, the parties add the following to the Software Contract Terms and Conditions Section 1.

Definitions:

Enhancement means Customizations made by Contractor to the Software.

AGENCY NAME PHONE EMAIL

DTMB Daniel Klodt 517-930-6368 KlodtD@michigan.gov

MDOS Rayne Sherman 517-275-2862 ShermanR@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 6 TO CONTRACT NO. MA230000001706

CHANGE NOTICE NO. 6 TO CONTRACT NO. MA230000001706

Michigan.gov/MiProcurement

Version 2021-1 1 of 4

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

UNIFORM COMMERCIAL CODE (UCC) SYSTEM

Period of Coverage:

Sept 1, 2025, 2025-November 1, 2028

Requesting Department:

Department of State (MDOS)

Date:

July 21, 2025

Agency Program Manager:

Rayne Sherman

Phone:

517-275-2862

DTMB Program Manager:

Daniel Klodt

Phone:

517-930-6368

BACKGROUND:

The State has requested the following listed Enhancements to the UCC RegSys application. Additionally, Contractor will provide hours for future Enhancements to the application as determined by State.

SCOPE OF WORK:

The Contractor will provide the following the Enhancement items, as specified in Table A, to be implementated by October 31, 2025. These Enhancements are to be completed for the estimated hours at the hourly rate identified and are a separate line item cost.

Table A: Enhancements Estimated Costs

ID

Work Item

Type Title

Total Estimated

Hours

Hourly Rate*

Total Estimated Amount**

41411 Enhancement

FileNet - Draft Images cannot be stored in FileNet Draft images from every filing are being sent to FileNet but not always automatically deleted when the final filing image is created. This is causing unnecessary documents to be in FileNet increasing the required storage space. Add meta data to each image to help identify draft documents for deletion.

2 $126 $252

41557 Enhancement

FileNet - please add the filing number to the information sent to FileNet. Add the filing number into the string of information sent to FileNet to aid in searching within FileNet to retrieve filing images.

4 $126 $504

42078 Enhancement BO - Email Finance on Refund Tasks When a refund task is created, the system shall 10 $126 $1,260

Version 2021-1 2 of 4 email a notification to the MDOS Refund Unit so they are aware a UCC refund is awaiting approval.

42080 Enhancement BO - View Operators screen Add the ability for staff to select to view active, inactive, or both to filter the list of customer users.

8 $126 $1,008

42086 Enhancement

Allow entry of any filing number on UCC11 search During requirements gathering, the ability to enter a specific filing number on a UCC-11 record search was improperly limited to UCC-1 filing numbers. The system should allow entry of any filing number regardless if it corresponds to a UCC-1, uCC-3, etc.

10 $126 $1,260

42087 Enhancement

Federal Tax Release printing The IRS has asked UCC not to mail copies of completed federal tax lien releases to them so the documents do not need to be included in the print file.

1 $126 $126

42100 Enhancement

Returns in unassigned tasks Add an indicator or otherwise distinguish a returned filing from filings being reviewed for the first time.

2 $126 $252

42104 Enhancement

Add fields for entry of current party name When a customer is completing a UCC-3 Party Amendment, they need the option to enter the “current” party information in addition to the new information.

10 $126 $1,260

42112 Enhancement

Add option to search by bar code A bar code number is assigned to every filing image so being able to search by the bar code provides one more way to locate filing information.

2 $126 $252

42118 Enhancement

Update document header The words “Secretary of State” appear in two lines of the header text. Remove one line as it is redundant.

1 $126 $126

42121 Enhancement

Deliver filing acknowledgement to My Filings A filing acknowledgement is created for each filing processed in the back office module by staff. Please deliver this document to the customer’s online portal account for pickup so staff don’t have to print and mail or email the document.

16 $126 $2,016

42193 Enhancement

Add last login date to user table - CP The UCC Security Plan requires online admin users to review the other users in their hierarchy group to ensure everyone still

2 $126 $252

Version 2021-1 3 of 4 needs access to the system. Adding a column showing when each individual last logged in will help with the review process.

Total 68 $126 $8,568 *This rate is reflective of the Senior Programmer Anaylst role on the Rate Card in Schedule B.

** If the Enhancement exceeds the estimated amount to complete,the State must agree to the change in advance.

Contractor will provide up to 200 hours annually, not to exceed the annual Budget amount as specified in Table B, for future Enhancement releases of the RegSys application.

Table B: Budget for future Enhancement(s).

Fiscal Year (FY) Rate/Hour Budget

September 1, 2025-Sept 30, Rate Card $6,250.00

FY26 Oct 1, 2025- Sept 30, 2026 Rate Card $25,000.00

FY27 Oct 1, 2026- Sept 30, 2027 Rate Card $25,000.00

FY27 Oct 1, 2027- Sept 30, 2028 Rate Card $25,000.00

Partial FY28 Oct 1, 2028- November 1, 2028

Rate Card $4,200.00(rounded)

Total $85,450.00

The Contractor will provide the following Enhancement items in Table C. These Enhancements are to be completed as part of the 200 annual hours for an agreed upon number of hours and hourly rate amount provided in Schedule B for each work item listed by the State in advance.

Table C: Enhancements to be completed, cost and timeline for each work item type is to be agreed upon by State in advance.

ID Work Item Type

Title Total Estimated Hours

Hourly Rate Total Estimated Amount

41465 Enhancement Interface with USPS for city and state verification Create an interface with the postal service to verify an entered city and state match the entered zip code.

State to agree upon in advance

State to agree upon in advance

State to agree upon in advance

41087 Enhancement Subscription Type/ weeks left tracker BO/CP Create a report or other way for both customers and staff

State to agree upon in advance

State to agree upon in advance

State to agree upon in advance

Version 2021-1 4 of 4

ID Work Item Type

Title Total Estimated Hours

Hourly Rate Total Estimated Amount to track what type of subscription they have purchased and how many weeks are left before they need to renew the subscription.

Table D: Summary of Fees for this SOW:

Table A: Enhancements Estimated Costs $8,568.00

Table B: Budget for future Enhancements. $85,450.00

Total SOW Amount $94,018.00

DELIVERABLES:

Contractor will complete the Enhancement(s) according to the requirements specified by State.

PAYMENT SCHEDULE:

Invoicing will be monthly, based on actual hours worked.

PROJECT CONTACTS:

The designated Agency Program Manager is:

Rayne Sherman MDOS - Office of Business and Internal Services Phone: 517-275-2862 ShermanR@Michigan.gov

The designated DTMB Program Manager is:

Daniel Klodt Department Technology, Management and Budget Phone: 517-930-6368 KlodtD@michigan.gov

This Change Notice, all previous Change Notices, and the Terms and Conditions of Contract Number 230000001706 constitute the entire agreement between the State and the Contractor.

mailto:ShermanR@Michigan.gov

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

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

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Uniform Commercial Code (UCC) System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 1, 2023 November 1, 2028 5 - 12 Months November 1, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

10 Research Drive Suite 300

Regina SK

Riley Meloche

306-531-5318 riley.meloche@isc.ca

VS0296576

Information Services Corporation

C O

N

TR

A C

TO

R

Jarrod Barron

517-249-0406

Various Various

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 5

Contract Number MA230000001706 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

$3,344,042.00 $897.00 $3,344,939.00

DESCRIPTION

Effective 4/17/2025, the parties add $897.00 for the services detailed in the attached Enhancement 42097 statement of work. All other terms, conditions, specifications and pricing remain the same. Per Contractor, agency, and DTMB Central Procurement approval.

Further, the parties add the following language to the Contract:

"Accessibility Requirements. The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content and documents. Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA."

Per Contractor, Agency, and DTMB Procurement approval. Internal State Note: Remaining Ad Board funds after this CN: $181,060.99.

MDOS Keitha Cameron 517-231-0152 CameronK1@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA230000001706

Version 2021-1 1 of 3

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

UNIFORM COMMERCIAL CODE (UCC) SYSTEM

Enhancement 42097

Period of Coverage:

3/26/2025-11/1/2028

Requesting Department:

Department of State (MDOS)

Date:

March 25, 2025

Agency Project Manager:

Rayne Sherman

Phone:

517-275-2862

DTMB Project Manager:

Dan Klodt

Phone:

517-930-6368

BACKGROUND:

When a Subscription order is generated in the Michigan UCC system, a single PDF document is created and sent to the user. This PDF document includes multiple filing images, which are individually processed and then merged to form one document.

SCOPE OF WORK:

As described in the following DevOps Item: ENHANCEMENT 42097

Description:

Please provide an estimate of hours and cost to change the file format for the image subscription.

Desired format would be for each image to be an individual PDF with the filing number as the file name. All individual PDFs would then need to be delivered in some sort of file together, not individual delivery.

ISC TASKS & DELIVERABLES:

Technical support is required to assist with the following tasks:

• Development of requested change to split the subscription images.

• System Testing

• Deployment – Promotion of the changes to Development, UAT and Production environments.

MDOS TASKS:

• User Acceptance Testing

• Approval to promote to Production based on Testing

ACCEPTANCE CRITERIA:

The development work completed will require testing to be completed by the designated Michigan UCC business tester(s). Testing sign-off will be provided once testing has been successfully

Version 2021-1 2 of 3 completed and the business is satisfied with the change. Testing will occur in the UAT environment and is tracked on the associated DevOps board. Deliverables will not be considered complete until the Agency Project Manager and DTMB Project Manager have formally accepted them.

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:

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

SPECIFIC DEPARTMENT STANDARDS:

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

PAYMENT SCHEDULE:

Payment will be made on a one-time fixed price. Contractor may invoice the State for $897.00 after all deliverables have been fully tested and accepted by the Agency Project Manager and DTMB Project Manager.

EXPENSES:

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

PROJECT CONTACTS:

The designated Agency Project Manager is:

Rayne Sherman MDOS - Office of Business and Internal Services SOS Secondary Complex – 1st Floor 7064 Crowner Drive Dimondale, MI 48821 Phone: 517-275-2862 ShermanR@Michigan.gov

The designated DTMB Project Manager is:

Dan Klodt

DTMB - BRM

Austin Building 3rd Floor 430 W. Allegan St.

Lansing, MI 48933 517-930-6368 KlodtD@Michigan.gov mailto:KlodtD@Michigan.gov

Version 2021-1 3 of 3

AGENCY RESPONSIBILITIES:

As agreed in Contract Number 230000001706.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

Regina, Saskatchewan, Canada

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.

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

Uniform Commercial Code (UCC) System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 1, 2023 November 1, 2028 5 - 12 Months November 1, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

10 Research Drive Suite 300

Riley Meloche

306-531-5318 riley.meloche@isc.ca

VS0296576

Information Services Corporation

C O

N

TR

A C

TO

R

Jarrod Barron

(517) 249-0406

DTMB

Various Various

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 4

Contract Number MA230000001706 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

$3,344,042.00 $0.00 $3,344,042.00

DESCRIPTION

Effective 1/27/2025, the parties add the attached escrow agreement to the contract. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, and DTMB Central Procurement approval.

Internal State Note: Remaining Ad Board funds after this CN: $181,957.99.

MDOS Keitha Cameron 517-231-0152 CameronK1@michigan.gov

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA230000001706

3P.US/10.4.2023 ©2023 NCC Group Software Resilience (NA) LLC Page 1 of 11

Effective Date

Deposit Account Number *Effective Date and Deposit Account Number to be supplied by NCC Group only.

Three-Party Escrow Service Agreement

1. Introduction

This Three Party Escrow Service Agreement (the “Agreement”) is entered into by and between Information Services Corporation (the “Depositor”), and by the State of Michigan (the “Beneficiary”) and by NCC Group Software Resilience (NA) LLC (“NCC Group”), a Delaware limited liability company. Depositor, Beneficiary, and NCC Group may be referred to individually as a “Party” or collectively as the “Parties” throughout this Agreement.

(a) The use of the term services in this Agreement shall refer to NCC Group services that facilitate the creation, management, and enforcement of software or other technology escrow accounts as described in Exhibit A attached to this Agreement (“Services”). A Party shall request Services under this Agreement by selecting such Service on Exhibit A upon execution of the Agreement or by submitting a work request for certain NCC Group Services (“Work Request”) via written instruction or websites owned or controlled by NCC Group (collectively the “NCC Group Website”).

(b) The Beneficiary and Depositor have entered into Software Contract Terms and Conditions effective as of November 1, 2023 (“License Agreement”) conveying intellectual property rights to the Beneficiary, and the Parties intend this Agreement to be considered as supplementary to such agreement, pursuant to Title 11 United States [Bankruptcy] Code, Section 365(n).

2. Depositor Responsibilities and Representations

(a) It shall be solely the Depositor’s responsibility to: (i) make an initial deposit of all proprietary technology and other materials covered under this Agreement (“Deposit Material”) to NCC Group within thirty (30) days of the Effective Date;

(ii) make any required updates to the Deposit Material during the Term (as defined below) of this Agreement; and (iii) ensure that a minimum of one (1) copy of Deposit Material is deposited with NCC Group at all times. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to NCC Group using the form attached to this Agreement as Exhibit B.

(b) Depositor represents that it lawfully possesses all Deposit Material provided to NCC Group under this Agreement and that any current or future Deposit Material liens or encumbrances will not prohibit, limit, or alter the rights and obligations of NCC Group under this Agreement. Depositor warrants that with respect to the Deposit Material, NCC Group’s proper administration of this Agreement will not violate the rights of any third parties.

(c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted, the necessary decryption tools and keys to read such material are deposited contemporaneously.

3. Beneficiary Responsibilities and Representations

(a) Beneficiary acknowledges that, as between NCC Group and Beneficiary, NCC Group’s obligation is to maintain the Deposit

Material as delivered by the Depositor and that, other than NCC Group’s inspection of the Deposit Material (as described in Section 4) and the performance of any of the optional verification Services listed in Exhibit A, NCC Group has no other obligation regarding the completeness, accuracy, or functionality of the Deposit Material.

(b) It shall be solely the Beneficiary’s responsibility to monitor whether a deposit or deposit update has been accepted by NCC Group.

4. NCC Group Responsibilities and Representations

(a) NCC Group agrees to use commercially reasonable efforts to provide the Services requested by Authorized Person(s) (as identified in the “Authorized Person(s)/Notices Table” below) representing the Depositor or Beneficiary in a Work Request. NCC Group may reject a Work Request (in whole or in part) that does not contain all required information at any time upon notification to the Party originating the Work Request.

(b) NCC Group will conduct a visual inspection upon receipt of any Deposit Material and associated Exhibit B. If NCC Group determines that the Deposit Material does not match the description provided by Depositor represented in Exhibit B, NCC Group will notify Depositor of such discrepancy.

(c) NCC Group will provide notice to the Beneficiary of all Deposit Material that is accepted and deposited into the escrow account under this Agreement. Either Depositor or Beneficiary may obtain information regarding deposits or deposit updates upon request or through the NCC Group Website.

(d) NCC Group will follow the provisions of Exhibit C attached to this Agreement in administering the release of Deposit Material.

3P.US/10.4.2023 ©2023 NCC Group Software Resilience (NA) LLC Page 2 of 11

(e) NCC Group will hold and protect Deposit Material in physical or electronic vaults within the United States that are either owned or under the control of NCC Group, unless otherwise agreed to by the Parties.

(f) Upon receipt of written instructions by both Depositor and Beneficiary, NCC Group will permit the replacement or removal of previously submitted Deposit Material. The Party making such request shall be responsible for getting the other Party to approve the joint instructions. Any Deposit Material that is removed from the deposit account will be either returned to Depositor or destroyed in accordance with Depositor’s written instructions.

(g) Should transport of Deposit Material be necessary for NCC Group to perform Services requested by Depositor or Beneficiary under this Agreement or following the termination of this Agreement, NCC Group will use a commercially recognized overnight carrier such as Federal Express or United Parcel Service. NCC Group will not be responsible for any loss or destruction of, or damage to, such Deposit Material while in the custody of the common carrier.

5. Deposit Material Verification

(a) Beneficiary may submit a verification Work Request to NCC Group for one or more of the Services defined in Exhibit A attached to this Agreement and Depositor consents to NCC Group’s performance of any level(s) of such Services. Upon request by NCC Group and in support of Beneficiary’s request for verification Services, Depositor shall promptly complete and return an escrow deposit questionnaire and reasonably cooperate with NCC Group by providing reasonable access to its technical personnel whenever reasonably necessary.

(b) The Parties consent to NCC Group’s use of a subcontractor to perform verification Services. Such subcontractor shall be bound by the same confidentiality obligations as NCC Group and shall not be a direct competitor to either Depositor or Beneficiary. NCC Group shall be responsible for the delivery of Services of any such subcontractor as if NCC Group had performed the Services. Depositor warrants and Beneficiary warrants, individually, that any material it supplies for verification Services is lawful, does not violate the rights of any third parties and is provided with all rights necessary for NCC Group to perform verification of the Deposit Material.

(c) NCC Group will work with a Party who submits any verification Work Request for Deposit Material covered under this Agreement to either fulfill any standard verification Services Work Request or develop a custom Statement of Work (“SOW”). NCC Group and the requesting Party will mutually agree in writing to an SOW on terms and conditions that include but are not limited to: description of Deposit Material to be tested; description of verification testing; requesting Party responsibilities; NCC Group responsibilities; Service Fees; invoice payment instructions; designation of the paying Party; designation of authorized SOW representatives for both the requesting Party and NCC Group with name and contact information; and description of any final deliverables prior to the start of any fulfillment activity. Provided that the requesting Party has identified in the verification Work Request or SOW that the Deposit Material is subject to the regulations of the International Traffic in Arms Regulations (22 CFR 120)(hereinafter “ITAR”), NCC Group shall ensure that any subcontractor who is granted access to the Deposit Material for the performance of verification Services shall be a U.S. Person as defined in 8 U.S.C. 1101(a)(20) or who is a protected person as defined in 8 U.S.C. 1324b(a)(3). After the start of fulfillment activity, each SOW may only be amended or modified in writing with the mutual agreement of both Parties, in accordance with the change control procedures set forth in the SOW. If the verification Services extend beyond those described in Exhibit A, the Depositor shall be a necessary Party to the SOW governing the Services.

6. Payment The Party responsible for payment designated in the Paying Party Billing Contact Table (“Paying Party”) shall pay to NCC Group all fees as set forth in the Work Request (“Service Fees”). All Service Fees are due within thirty (30) calendar days from the date of invoice in U.S. currency and are non-refundable. NCC Group may update Service Fees with a ninety (90) calendar day written notice to the Paying Party during the Term of this Agreement (as defined below). The Paying Party is liable for any taxes (other than NCC Group income taxes) related to Services purchased under this Agreement or shall present to NCC Group an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice. Any Service Fees not collected by NCC Group when due shall bear interest until paid at a rate of one percent (1%) per month (12% per annum) or the maximum rate permitted by law, whichever is less. Notwithstanding the non-performance of any obligations of Depositor to deliver Deposit Material under the License Agreement or this Agreement, NCC Group is entitled to be paid all Service Fees that accrue during the Term of this Agreement.

7. Term and Termination

(a) The term of this Agreement is for a period of one (1) year from the Effective Date (“Initial Term”) and will automatically renew for additional one (1) year terms (“Renewal Term”) (collectively the “Term”). This Agreement shall continue in full force and effect until one of the following events occur: (i) Depositor and Beneficiary provide NCC Group with sixty (60) days’ prior written joint notice of their intent to terminate this Agreement; (ii) Beneficiary provides NCC Group and Depositor with sixty (60) days’ prior written notice of its intent to terminate this Agreement; (iii) the Agreement terminates under another provision of this Agreement; or (iv) any time after the Initial Term, NCC Group provides sixty

(60) days’ prior written notice to the Depositor and Beneficiary of NCC Group’s intent to terminate this Agreement. The Effective Date and the Deposit Account Number shall be supplied by NCC Group only. The Effective Date supplied by NCC Group and specified above shall be the date NCC Group sets up the escrow account.

3P.US/10.4.2023 ©2023 NCC Group Software Resilience (NA) LLC Page 3 of 11

(b) Unless the express terms of this Agreement provide otherwise, upon termination of this Agreement, NCC Group shall return physical Deposit Material to the Depositor and erase electronically submitted Deposit Material. If reasonable attempts to return the physical Deposit Material to Depositor are unsuccessful, NCC Group shall destroy the Deposit Material.

(c) In the event of the nonpayment of undisputed Service Fees owed to NCC Group, NCC Group shall provide all Parties to this Agreement with written notice of NCC Group’s intent to terminate this Agreement. Any Party to this Agreement shall have the right to make the payment to NCC Group to cure the default. If the past due payment is not received in full by NCC Group within thirty (30) calendar days of the date of such written notice, then NCC Group shall have the right to terminate this Agreement at any time thereafter by sending written notice to all Parties. NCC Group shall have no obligation to perform the Services under this Agreement (except those obligations that survive termination of this Agreement, which includes the confidentiality obligations in Section 10) so long as any undisputed Service Fees due NCC Group under this Agreement remain unpaid.

8. Infringement Indemnification Anything in this Agreement to the contrary notwithstanding, Depositor at its own expense shall defend, indemnify and hold NCC Group fully harmless against any claim or action asserted against NCC Group (specifically including costs and reasonable attorneys’ fees associated with any such claim or action) to the extent such claim or action is based on an assertion that NCC Group’s administration of this Agreement infringes any patent, copyright, license or other proprietary right of any third party.

When NCC Group has notice of a claim or action, it shall promptly notify Depositor in writing. Depositor may elect to control the defense of such claim or action or enter into a settlement agreement, provided that no such settlement or defense shall include any admission or implication of wrongdoing on the part of NCC Group without NCC Group’s prior written consent, which consent shall not be unreasonably delayed or withheld. NCC Group shall have the right to employ separate counsel and participate in the defense of any claim at its own expense.

9. Warranties NCC GROUP WARRANTS ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A COMMERCIALLY REASONABLE MANNER CONSISTENT WITH INDUSTRY STANDARDS. EXCEPT AS SPECIFIED IN THIS SECTION, ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. AN AGGRIEVED PARTY MUST NOTIFY NCC GROUP PROMPTLY UPON LEARNING OF ANY CLAIMED BREACH OF ANY WARRANTY AND, TO THE EXTENT ALLOWED BY APPLICABLE LAW, SUCH PARTY’S REMEDY FOR BREACH OF THIS WARRANTY SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES WAIVER IN THIS AGREEMENT. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS

ESSENTIAL PURPOSE.

10. Confidential Information NCC Group shall have the obligation to implement and maintain safeguards designed to protect the confidentiality of the Deposit Material and use at least the same degree of care to safeguard the confidentiality of the Deposit Material as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Except as provided in this Agreement NCC Group shall not use or disclose the Deposit Material. NCC Group shall not disclose the terms of this Agreement to any third party other than its financial, technical, or legal advisors, or its administrative support service providers. Any such third party shall be bound by the same confidentiality obligations as NCC Group. If NCC Group receives a subpoena or any other order from a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Material, NCC Group will promptly notify the Parties to this Agreement unless prohibited by law. After notifying the Parties, NCC Group may comply in good faith with such order or subpoena. It shall be the responsibility of Depositor or Beneficiary to challenge any such order or subpoena; provided, however, that NCC Group does not waive its rights to present its position with respect to any such order or subpoena. NCC Group will cooperate with the Depositor or Beneficiary, as applicable, to support efforts to quash or limit any order or subpoena, at such Party’s expense.

11. Limitation of Liability EXCEPT FOR: (I) LIABILITY FOR DEATH OR BODILY INJURY; (II) PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (III) THE INFRINGEMENT INDEMNIFICATION OBLIGATIONS OF SECTION 8, ALL OTHER LIABILITY RELATED TO THIS AGREEMENT, IF ANY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS AGREEMENT

SHALL BE LIMITED TO $250,000 (USD).

12. Consequential Damages Waiver IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES (EXCLUDING SUBSTITUTE ESCROW SERVICES), OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR MORE

PARTIES.

13. General

3P.US/10.4.2023 ©2023 NCC Group Software Resilience (NA) LLC Page 4 of 11

(a) Purchase Orders. In the event that the Paying Party issues a purchase order or other instrument used to pay Service Fees to NCC Group, any terms and conditions set forth in the purchase order which constitute terms and conditions which are in addition to those set forth in this Agreement or which establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by NCC Group.

(b) Right to Make Copies. NCC Group shall have the right to make copies of all Deposit Material as reasonably necessary to perform the Services. NCC Group shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on Deposit Material onto any copies made by NCC Group. Any copying expenses incurred by NCC Group as a result of a Work Request to copy will be borne by the requesting Party. NCC Group may request Depositor’s reasonable cooperation in promptly copying Deposit Material in order for NCC Group to perform this Agreement.

(c) Choice of Law. .The validity, interpretation, and performance of this Agreement shall be construed under the laws of the State of Michigan, USA, without giving effect to the principles of conflicts of laws.

(d) Authorized Person(s). Depositor and Beneficiary must each authorize and designate one person whose actions will legally bind such Party (“Authorized Person” who shall be identified in the Authorized Person(s) Notices Table of this Agreement or such Party’s legal representative) and who may manage the NCC Group escrow account through the NCC Group website or written instruction. Depositor and Beneficiary warrant that they shall maintain the accuracy of the name and contact information of their respective designated Authorized Person during the Term of this Agreement by providing NCC Group with a written request to update its records for the Party’s respective Authorized Person which includes the updated information and applicable deposit account number(s).

(e) Right to Rely on Instructions. With respect to release of Deposit Material or the destruction of Deposit Material, NCC Group shall rely on instructions from a Party’s Authorized Person. In all other cases, NCC Group may act in reliance upon any instruction, instrument, or signature reasonably believed by NCC Group to be genuine and from an Authorized Person, officer, or other employee of a Party. NCC Group may assume that such representative of a Party to this Agreement who gives any written notice, request, or instruction has the authority to do so. NCC Group will not be required to inquire into the truth of, or evaluate the merit of, any statement or representation contained in any notice or document reasonably believed to be from such representative.

(f) Force Majeure. No Party shall be liable for any delay or failure in performance due to events outside the defaulting Party’s reasonable control, including without limitation acts of God, strikes, riots, war, acts of terrorism, fire, declaration of emergency by a federal, state or local authority, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused Party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.

(g) Notices. NCC Group shall have the right to rely on the last known address provided by each the Depositor and Beneficiary for its respective Authorized Person and Billing Contact as set forth in this Agreement or as subsequently provided as an update to such address. All notices regarding Exhibit C (Release of Deposit Material) shall be sent by commercial express mail or other commercially appropriate means that provide prompt delivery and require proof of delivery. All other correspondence, including but not limited to invoices and payments, may be sent electronically or by regular mail. The Parties shall have the right to rely on the last known address of the other Parties. Any correctly addressed notice to the last known address of the other Parties, that is refused, unclaimed, or undeliverable shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by electronic mail, the postal authorities, or commercial express mail.

(h) No Waiver. No waiver of any right under this Agreement by any Party shall constitute a subsequent waiver of that or any other right under this Agreement.

(i) Assignment. No assignment of this Agreement by Depositor or Beneficiary or any rights or obligations of Depositor or Beneficiary under this Agreement is permitted without the written consent of NCC Group, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Beneficiary, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Agreement to any other governmental entity if such assignment is made reasonably necessary by operation of controlling law or regulation. NCC Group shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Beneficiary unless NCC Group receives clear, authoritative and conclusive written evidence of the change of Parties.

(j) Severability. In the event any of the terms of this Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect.

(k) Independent Contractor Relationship. Depositor and Beneficiary understand, acknowledge, and agree that NCC Group’s relationship with Depositor and Beneficiary will be that of an independent contractor and that nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, or employment relationship.

(l) Attorneys' Fees. Any costs and fees incurred by NCC Group in the performance of obligations imposed upon NCC Group solely by virtue of its role as escrow service provider including, without limitation, compliance with subpoenas, court orders, discovery requests, and disputes arising solely between Depositor and Beneficiary, including, but not limited to, disputes concerning a release of the Deposit Material shall, unless adjudged otherwise, be paid by Depositor.

3P.US/10.4.2023 ©2023 NCC Group Software Resilience (NA) LLC Page 5 of 11

(m) No Agency. No Party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other Parties or bind the other Parties in any respect whatsoever.

(n) Disputes. The Parties agree that any dispute arising under this Agreement will be resolved in the state court of claims in Lansing, Michigan, and the parties hereby expressly consent to the jurisdiction thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(o) Interpleader. Anything to the contrary notwithstanding, in the event of any dispute regarding the interpretation of this Agreement, or the rights and obligations with respect to the Deposit Material in escrow or the propriety of any action contemplated by NCC Group hereunder, then NCC Group may, in its sole discretion, file an interpleader or similar action in any court of competent jurisdiction to resolve any such dispute.

(p) Regulations. Depositor and Beneficiary each represent and covenant that upon the Effective Date of this Agreement and throughout the term of this Agreement, that: (i) it is not identified on any restricted party lists; or located in countries identified on any restricted country lists; or using the Deposit Material or the Services for any restricted end uses;

including those promulgated by the U.S. Departments of State, Commerce and Treasury; (ii) it is and shall remain compliant with all laws and regulations applicable to its performance under this Agreement, including, but not limited to ITAR, any export control and economic sanctions or government regulations of any country from or to which the Deposit Material may be delivered in accordance with the provisions of this Agreement; and (iii) it will not take any action that will cause NCC Group to be in violation of such laws and regulations, and will not require NCC Group to directly or indirectly take any action that might cause it to be in violation of such laws and regulations. Depositor will not provide NCC Group with Deposit Material that is subject to export controls and controlled at a level other than EAR99/AT. With respect to Deposit Material containing personal information and data, Depositor agrees to (i) procure all necessary consents in relation to personal information and data; and (ii) otherwise comply with all applicable privacy and data protection laws as they relate to the subject matter of this Agreement. NCC Group is responsible for and warrants, to the extent of their individual actions or omissions, compliance with all applicable laws, rules and regulations to the extent that it is directly regulated by the law, rule or regulation and to the extent that it knows or has been advised that, as a result of this Agreement, its activities are subject to the law, rule or regulation.

(q) No Third Party Rights. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise agreed to by all of the Parties.

(r) Entire Agreement. The Parties agree that this Agreement, which includes all attached Exhibits and all valid Work Requests and SOWs submitted by the Parties, is the complete agreement between the Parties concerning the subject matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the Parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified in this Agreement. Each of the Parties warrant that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its organization as named in this Agreement. This Agreement may be modified only by mutual written agreement of all the Parties.

(s) Counterparts. This Agreement may be executed electronically in accordance with applicable law or in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

(t) Survival. Sections 7 (Term and Termination), 8 (Infringement Indemnification), 9 (Warranties), 10 (Confidential Information), 11 (Limitation of Liability), 12 (Consequential Damages Waiver), and 13 (General) of this Agreement shall survive termination of this Agreement or any Exhibit attached to this Agreement.

(BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK – SIGNATURE PAGE FOLLOWS)

3P.US/10.4.2023 ©2023 NCC Group Software Resilience (NA) LLC Page 6 of 11

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date by their authorized representatives:

DEPOSITOR BENEFICIARY

Signature

Print Name Loren Cisyk Print Name

Title Executive Vice President, Technology Solutions

Title

Date Date

NCC GROUP

Print Name

Date

(BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK – NOTICES TABLES AND EXHIBITS FOLLOW)

Approved as to Legal and Operational Content:

NCC Group

Name: Nikita Adatia, Contracts Attorney Date: January 15, 2025

3P.US/10.4.2023 ©2023 NCC Group Software Resilience (NA) LLC Page 7 of 11

Authorized Person Notices Table

Please provide the names and contact information of the Authorized Persons under this Agreement. Please complete all information as applicable. Incomplete information may result in a delay of processing.

DEPOSITOR (Required information) BENEFICIARY (Required information)

Print Name Loren Cisyk Print Name

Title Executive Vice President, Technology Solutions

Title

Email Address Loren.Cisyk@isc.ca Email Address

Street Address 300 – 10 Research Drive Street Address

City Regina City

State/Province Saskatchewan State/Province

Postal/Zip Code S4S 7J7 Postal/Zip Code

Country Canada Country

Phone Number Phone Number

Paying Party Billing Contact Information Table (Required information)

Please provide the name and contact information of the Billing Contact for the Paying Party under this Agreement. All Invoices will be sent to this individual at the address set forth below. Incomplete information may result in a delay of processing.

Company Name Information Services Corporation

Print Name Layne Rieger

Title Procurement Manager

Email Address Layne.Rieger@isc.ca

Street Address 300 – 10 Research Drive

City Regina

State/Province Saskatchewan

Postal/Zip Code S4S 7J7

Country Canada

Phone Number

Purchase Order #

NCC GROUP

All notices should be sent to SRclientservices@nccgroup.com OR NCC Group, Attn: Client Services, 6111 Live Oak Parkway, Norcross, Georgia, 30093, USA. Telephone: 800-875-5669.

mailto:Loren.Cisyk@isc.ca mailto:Layne.Rieger@isc.ca mailto:ipmclientservices@ironmountain.com

3P.US/10.4.2023 ©2023 NCC Group Software Resilience (NA) LLC Page 8 of 11

Exhibit A

Escrow Services Fee Schedule – Work Request

Service

Service Description - Three-Party Escrow Service Agreement All services are listed below. Check the requested service and submit a Work Request to NCC Group for services requested after agreement signature.

One- Time/Per

Service Fees

Annual Fees

Setup Fee (Required at Setup)

Deposit Account Fee

Beneficiary Fee

One-time Setup Fee for NCC Group to setup a standard Three-Party Escrow Service Agreement.

NCC Group will set up one deposit account to manage and administrate access to Deposit Material to be secured in a controlled storage environment. NCC Group will provide account services that include unlimited deposits, electronic vaulting, access to NCC Group Website for secure online account management, submission of electronic Work Requests, and communication of status. Release of deposit material is also included in the annual fee. An oversize fee of $250 USD per 1.2 cubic foot will be charged for deposits that exceed 2.4 cubic feet.

NCC Group will fulfill a Work Request to add a Beneficiary to an escrow deposit account and manage account access rights. Beneficiary will have access to NCC Group Website for secure online account management, submission of electronic Work Requests, and communication of status.

$3,215

$1,400

$1,065

Media File Review Audit

NCC Group will perform one (1) Media File Review Audit, which includes a Deposit Material media readability analysis, a file listing, a file classification table, virus scan outputs, and confirmation of the presence or absence of a completed escrow deposit questionnaire. A final report will be sent to the requesting Party regarding the Deposit Material. The deposit must be provided on CD, DVD-R, or deposited electronically.

$3,870 N/A

Deposit Review Audit

NCC Group will perform one (1) Deposit Review Audit on the specified deposit, which includes the outputs of the Media File Review, identifying the presence/absence of build, setup and design documentation (including the presence or absence of a completed escrow deposit questionnaire), and identifying materials required to recreate the Depositor's application development and production environments. Output includes a report that includes compile and setup documentation, file classification tables and file listings. The report will list required software development materials, including, without limitation, required source code languages and compilers, third-party software, libraries, operating systems, and hardware, and NCC Group’s analysis of the deposit. A final report will be sent to the requesting Party regarding the Deposit Material.

$8,290 or based on

SOW if custom work required

N/A

Dual Vaulting NCC Group will store and manage a redundant copy of the Deposit Material in one (1) additional location. All Deposit Material (original and copy) must be provided by the Depositor.

N/A $1,025

Remote Vaulting

NCC Group will store and manage the Deposit Material in a remote location, designated by the client, outside of NCC Group’s primary escrow vaulting location. All Deposit Material (original and copy) must be provided by the Depositor.

N/A Call for Quote

Custom Contract Fee

Custom contract changes to NCC Group templates are subject to the Custom Contract Fee, which covers the review and processing of custom or modified contracts.

$1,575 N/A

Entry Level Verification (ELV)

NCC Group will perform an Entry Level Verification (“ELV”) of source code and other material that Depositor will submit as Deposit Material. During the ELV, Depositor will demonstrate the completeness and functionality of the source code by compiling the code while being remotely observed online by an NCC Group Verification Consultant at a mutually agreeable time. The ELV consists of four phases.