STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Financial Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30023, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

Contract Number MA240000000784

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InfoUSA Marketing, Inc. a subsidiary of Data Axle, Inc.

1001 Fort Crook Rd. North Suite 150L

Bellevue NE 68005

Mark Cullinane

402-836-4500

Mark.cullinane@data-axle.com

VC0009607

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C on tr ac t Ad m in is tr at or Christopher Martin DTMB martinc20@michigan.gov

CONTRACT SUMMARY

Database enhancements for multiple Agency websites.

INITIAL EFFECTIVE DATE

June 4, 2024

INITIAL EXPIRATION DATE

June 3, 2027

INITIAL AVAILABLE OPTIONS

0 - 1 Year

EXPIRATION DATE BEFORE

June 3, 2027

PAYMENT TERMS

NET 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

2 Years

EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

June 3, 2029

CURRENT VALUE

$285,000.00

VALUE OF CHANGE NOTICE

$80,000.00

ESTIMATED AGGREGATE CONTRACT VALUE

$365,000.00

DESCRIPTION

Effective 6/16/2026, the following amendments are incorporated into this Contract per attached Statement of Work (SOW). This change includes the following for DTMB:

1. The final year of the base contract for the new SOW - $40,000.

2. The exercising of the two option years for the new SOW - $20,000 per year, $40,000 total.

3. See SOW for details.

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

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA240000000784

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

MDOT Tim Ryan RyanT7@michigan.gov

DTMB Jeffrey LaBean LabeanJ@michigan.gov

DTMB Mark Holmes 517-285-6592 holmesm3@michigan.gov

DTMB Jibu John 517-242-4260 JohnJ@michigan.gov

SCHEDULE A – STATEMENT OF WORK

Address Databases for DTMB Statewide Master Address Gap Fill

SCOPE

This SOW is to purchase an annual extract of the Data Axle Consumer, Business, and Occupant address database tables with additional location and indicator fields as outlined in the Attributes table in section 3 of this scope of work. The address database files will be delivered in .csv format and will be loaded into an existing on-premise Microsoft SQL Server database managed and administered by the State of Michigan Department of Technology, Management and Budget (DTMB) Center for Shared Solutions. The address records will be stored in separate tables within the database to be used as records to cross-reference to incorporate into a confidence score with address tables from other sources, including shared local government authoritative addresses. For the State of Michigan master address database, the local government addresses shared with state government are used as the authoritative source in that master address. These addresses will be periodically cross-referenced against the Data Axle addresses. If there are addresses in the Data Axle file that are not in the master address database, and those addresses in Data Axle address records are deemed to have a high confidence score, those addresses will be added as gap fill within the master address file. Only the address latitude, longitude, address fields, and residential or business indicator would be carried over from the Data Axle records table to the master address table. The Data Axle records will have an indicator in the master address file to track which records have been added as gap fill from the Data Axle data. Data Axle records within the master address table will be accessible for other State of Michigan government agency systems to consume the x, y, locations via a web service.

Licensed Data means any Record(s), Lookup Table(s), and information derived from one or more of Contractor’s proprietary database(s) as more particularly set forth below (“Licensed Data”). The Licensed Data Selection (“Licensed Data Selection”) is the particular subset of Records set forth on Appendix 1 for which the State is licensing in accordance with the Contract and Statement of Work.

Record means a unique identification number as created by Contractor and any related attributes assigned to such identification number set forth in Appendix 1 (“Record”). Lookup Table means Contractor’s decode table that enables the interpretation of the Licensed Data in raw form (“Lookup Table”).

1. General Requirements

1.1. Product Specifications

DTMB requires a statewide, annual address database extract for consumer, business, and occupant records with attributes outlined in table in section 3.

2. License Grant: Contractor grants the State a limited, non-exclusive, non-transferable, non-sublicensable license for the term of this Statement of Work to use the Licensed Data Selection for the specific Use Case indicated in this section and only applicable to the Licensed Data Selection as set forth below:

a. Master Address gap fill: Data elements may be extracted from the Licensed Data Selection and added as records to DTMB’s master address file as gap fill addresses where they are currently not captured through other source data. Only addresses that are identified as gaps will be included in the master address file.

b. Additional Projects: All State of Michigan government state agencies can view and/or download the Licensed data records for state government use as long as it is not made downloadable to unauthorized users.

c. Geographic Information Systems

3. Conditions to Licensed Data Grant and Use of Licensed Data: The license(s) granted above is expressly conditioned upon:

a) the Records and all Licensed Data remaining, at all times during the term, extractable and separately identifiable from all other data, information, systems, products and services;

b) using the Licensed Data only as expressly permitted in the Licensed Data Grant; and Schedule C – Use Cases and Additional Authorized Users

4. Pricing

4.1. Price Term

Pricing is firm for the entire length of the Contract.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

5. Ordering and Delivery

5.1. Authorizing Document

The appropriate authorizing document for the Contract will be a Delivery Order (DOIT1) release from the master agreement. The Parties agree that any term or condition stated in the DOIT1 that conflicts with the Contract or this Statement of Work is void.

5.2. Delivery Dates

Deliverables are due on the date identified in Pricing - Schedule B. Delivery will be accomplished by Secure File Transfer Protocol (SFTP).

6. Invoice and Payment

6.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) delivery order (DOIT1) number; (c) description of the Contract Activities; (d) vendor-generated invoice number and (h) total price.

6.2. Payment Methods

The State will make payment for Contract Activities. Public Act 533 of 2004 requires that payment on all State contracts for the purchase of goods or services be made by Electronic Fund Transfer (EFT). If you are not registered to receive payments, you must do so prior to the execution of the contract (www.michigan.gov/SIGMAVSS).

6.3 Liquidated Damages

Late or failure to deliver Licensed Data by the date referenced in the Pricing Schedule will cause loss and damage to the State and it would be impracticable and extremely difficult to fix the actual damage sustained by the State.

Therefore, if there is late or failure to deliver the Licensed Data the State is entitled to collect liquidated damages in the amount of $500.00 and an additional $100 per day for each day Contractor fails to remedy the late or failed delivery.

Appendix 1 to Schedule A

LICENSED DATA SELECTION

1. Contractor will provide the State access to the Licensed Data, consisting of the data attributes, where available. Attributes are subject to change, with prior written notification to the State

2. Licensed Data Selection Criteria (Dataset):

Database: Michigan Consumer, Business and Occupant database tables (One location per record, verified, pre-verified, suspect, closed)

1) Consumer record counts as of contract execution: 3,829,620

2) Business record counts as of contract execution:

Verified – approximately 506,214 business records Pre-Verified - approximately 2,058,997 business records Suspect - approximately 1,364,621 business records http://www.michigan.gov/SIGMAVSS

Closed - approximately 139,359 business records

3) Occupant record counts as of contract execution: 1,300,000

Delivery Method: SFTP

Geography: Michigan Additional Parameters (i.e. Age): N/A

Sensitive Data: Notwithstanding anything to the contrary in this Schedule, or the Contract, Contractor shall have no obligation to provide the State any Licensed Data that would be considered “Sensitive Data” and/or any other restricted classification of data restricted by applicable law.

3. Attributes:

Residential Business Occupant

Address Primary_Address Address

City Primary_City Carrier Route Code

State Primary_State CBSA Code

State_Code Primary_Zip_Code CBSA Level

County_Code Primary_Zip4 Census Block Group

County_Name Primary_Zip10 Census County Code

MSA_Code Primary_Carrier_Route_Code Census State Code

MSA_Desc Primary_State_Code Census Tract

CBSA_Code County_Code City

Metro_Micro_Indicator County_Name County Code

CSA_Code MSA_Code CSA Code

Zip_code MSA_Desc Delivery Point Barcode

ZIP4 CBSA_Code Delivery Sequence Number

ZIP10 CBSA_Descr Edited Address

Carrier_Route_code Metro_Micro_Indicator City

Delivery_Point_Bar_Code CSA_Code County Code

Delivery_Service_type_Code CSA_DESCR CSA Code

House_Or_Apartment CENSUS_TRACT Delivery Point Barcode

Delivery_Unit_Size_Code CENSUS_BLOCK_GROUP Delivery Sequence Number

Own_Rent LATITUDE Edited Address

Location_Type_Code LONGITUDE IndividualID

Census_Tract MATCH_LEVEL_CODE Latitude

Census_Block_Group SECONDARY_ADDRESS Latitude Dict

Lattitude SECONDARY_CITY Longitude

Longitude SECONDARY_STATE Longitude Dict

Match_Level_Code SECONDARY_STATE_CODE Match Code

Family_ID_Num SECONDARY_ZIP_CODE Places ID Prefix

Individiual_ID_Number SECONDARY_ZIP4 Places ID Suffix

Location_Number SECONDARY_ZIP10 Possible Deliveries

Parcel ID Number SECONDARY_CARRIER_ROUTE_CODE State

Mail Score SITE_NUMBER Statecode

HQ_BRANCH_CODE

Unit Type and Number

HQ_BRANCH_DESC Vacant Indicator

HOME_BASED_BUSINESS_INDICATOR Zip code

IGID Zip Four

Parcel Number

Mail score

Fulfillment Flag

SCHEDULE B – PRICING

Address Databases for State of Michigan Government Agencies

QTY

Description

Line Total

Year 1 extract, processing, and annual license costs for Consumer, Business, Occupant address records

$40,000

Year 2 annual license costs for Consumer, Business, Occupant

$20,000

Year 3 annual license costs for Consumer, Business, Occupant

$20,000

Contract Total: $80,000.00

DTMB can choose each year to request new addresses that Data Axle has verified since the last annual extract for a cost of $0.025/per new address record

DTMB can choose each year to request Data Axle re-process the current address records against the new annual file to identify records in the previous year’s file that are no longer valid for a cost of $2,500.

SCHEDULE C – Use Cases and Additional Authorized Users

1) Additional clarification on allowable use cases:

Master Address Gap Fill Use Case Contractor confirms the following uses for master address:

o The address database files will be delivered in .csv format and will be loaded into an existing on-premise Microsoft SQL Server database managed and administered by the State of Michigan Department of Technology, Management and Budget (DTMB) Center for Shared Solutions.

o The address records will be stored in separate tables within the database to be used as records for cross-reference to incorporate into a confidence score with address tables from other sources, including shared local government authoritative addresses.

o For the State of Michigan master address database, the local government addresses shared with state government are used as the authoritative source. These addresses will be periodically cross-referenced with the Data Axle addresses. If there are addresses in the Data Axle file that are not in the master address database, and those addresses in Data Axle address records are deemed to have a high confidence score, those addresses will be added as gap fill to the master address file.

o Only the address latitude, longitude, address fields, and residential or business indicator would be carried over from the Data Axle records table to the master address table. The Data Axle records will have an indicator in the master address file to track which records have been added as gap fill.

o Data Axle records within the master address table will be accessible for other State of Michigan government agency systems to consume the x, y, locations via a web service.

o Master address records, including gap-filled Data Axle addresses, will be used as part of a geocoding service for state and local government agencies. The geocoding service will also be publicly available to return latitude and longitude associated with an address from the master address records. This publicly available geocoding service would only return gap-filled Data Axle addresses as view-only within a web browser.

Local Verification of Data o Contractor confirmed that it is permissible to share area specific latitude and longitude, and address information with local agency partners for verification of addresses

Counties, Townships, Cities, and Villages can verify the following data items: address, city, municipality, unit#, business or residential classification, latitude and longitude. .

The data can only be shared for the relevant geographic area that the local agency has authority over.

• Contractor has a content feedback group, DTMB can send updates to the content feedback group and that group will do their own validation of the information for improvements to future datasets.

The format in which this data is sent is not restrained.

Access to address records by all State of Michigan state government agencies o All state government agencies can view and/or download the Licensed address records for internal project use as long as address records are not being made available for download by unauthorized third parties.

o All state government agencies can make Licensed data publicly viewable only as long as the data cannot be downloaded in any way by unauthorized third parties.

CONTRACT CHANGE NOTICE

Change Notice Number 1 .

to Contract Number 240000000784.

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InfoUSA Marketing, Inc. a subsidiary of Data Axle, Inc.

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M an ag er Multiple Multiple

1001 Fort Crook Rd. North, Suite 150L

Bellevue, NE 68005 Multiple

Mark Cullinane

C on tra ct

Ad in is tra to r Christopher Martin DTMB

402-836-4500 mark.cullinane@data-axle.com martinc20@michigan.gov

VS0009607

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, & Budget 320 S. Walnut St.

PO Box 30023 Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Employer Database for Statewide and Urban Travel Analysis (SUTA)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

6/4/2024 6/3/2027 2, one-year 6/3/2027

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☐ ☐ 6/3/2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$285,000.00 $0.00 $285,000.00 Effective 4/10/2025, Schedule B Pricing is amended. The annual file delivery dates will be October 1st for 2025, 2026 and any subsequent option years exercised.

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

CHANGE NOTICE NO. 1 TO CONTRACT NO. 240000000784

Program Managers Name Agency Phone Email Tim Ryan MDOT 517-897-2459 ryant7@michigan.gov Dave Work DTMB 517-719-2250 workd@michigan.gov

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000784 .

between

THE STATE OF MICHIGAN

and

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InfoUSA Marketing, Inc. a subsidiary of Data Axle, Inc

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M an ag er

Multiple Multiple

1001 Fort Crook Rd. North, Suite 150L

Bellevue, NE 68005

Mark Cullinane

C on tra ct

Ad in is tra to r Christopher Martin DTMB

402-836-4500

Mark.cullinane@data-axle.com martinc20@michigan.gov

VS0009607

CONTRACT SUMMARY

DESCRIPTION: Employer Database for Statewide and Urban Travel Analysis (SUTA)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

6/4/2024 6/3/2027 2, one-year 6/3/2027

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of the State’s inquiry bearing the solicitation number ITN 240000000020. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order (DOIT1).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $285,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget 320 South Walnut Street PO Box 30023 Lansing, MI 48909

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and InfoUSA Marketing, Inc. a subsidiary of Data Axle, Inc. (“Contractor”), a Delaware Corporation. This Contract is effective on 6/4/2024 (“Effective Date”), and unless terminated, will expire on 6/3/2027 (the “Term”).

This Contract may be renewed for up to 2 additional one-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract.

The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

Duties of Contractor. Contractor must provide the deliverables (the “Licensed

Data”) and perform the services (collectively “Contract Activities”) described in a Statement of Work, the initial Statement of Work is attached as Schedule A – Statement of Work. An obligation to provide delivery of the Licensed Data is considered a service.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities unless otherwise specified in a Statement of Work.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no defects in workmanship; (e) comply with applicable law in performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

See Contract Administrator information shown below.

Data Axle Inc.

Legal Department 13155 Noel Road #1750 Dallas, TX 75240

Contract Administrator. The Contract Administrator, or the individual duly authorized for each party, is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Christopher Martin 320 South Walnut Street PO Box 30023 Lansing, MI 48909 martinc20@michigan.gov

Steve Laird 1001 Fort Crook Rd. N, Suite 150LBellevue, NE 68005 steve.laird@data-axle.com 402-836-1442

Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Tim Ryan (MDOT) VanWagoner Building Lansing, MI 48909 ryant7@michigan.gov 517-897-2459

Kam Draper 1001 Fort Crook Rd. N, Suite 150L Bellevue, NE 68005kam.draper@data-axle.com 402-836-1348

Dave Work (DTMB) VanWagoner Building Lansing, MI 48909 workd@michigan.gov 517-719-2250

Performance Guarantee. Contractor must at all times have financial resources sufficient to ensure performance of the Contract.

Insurance Requirements.

a. General Requirements. Contractor, at its sole expense, must maintain the insurance coverage as specified herein for the duration of the Term. Minimum limits may be satisfied by any combination of primary liability, umbrella or excess liability, and self-insurance coverage. To the extent damages are covered by any required insurance, Contractor waives all rights against the State for such damages. Failure to maintain required insurance does not limit this waiver.

b. Qualification of Insurers. Except for self-insured coverage, all policies must be written by an insurer with an A.M. Best rating of A- VII or higher unless otherwise approved by DTMB Enterprise Risk Management.

c. Primary and Non-Contributory Coverage. All policies for which the State of Michigan is required to be named as an additional insured must be on a primary and non-contributory basis.

d. Claims-Made Coverage. If any required policies provide claims-made coverage, Contractor must:

(1) Maintain coverage and provide evidence of coverage for at least 3 years after the later of the expiration or termination of the Contract or the completion of all its duties under the Contract;

(2) Purchase extended reporting coverage for a minimum of 3 years after completion of work if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Effective Date of this Contract

e. Proof of Insurance

(1) Insurance certificates showing evidence of coverage as required herein must be submitted to the Contract Administrator within 10 days of the contract execution date.

(2) Renewal insurance certificates must be provided on annual basis or as otherwise commensurate with the effective dates of coverage for any insurance required herein.

(3) Insurance certificates must be in the form of a standard ACORD Insurance Certificate unless otherwise approved by DTMB Enterprise Risk Management.

(4) All insurance certificates must clearly identify the Contract Number (e.g., notated under the Description of Operations on an ACORD form).

(5) The State may require additional proofs of insurance or solvency, including but not limited to policy declarations, policy endorsements, policy schedules, self-insured certification/authorization, and balance sheets.

(6) In the event any required coverage is cancelled or not renewed, Contractor must provide written notice to the Contract Administrator no later than 5 business days following such cancellation or nonrenewal.

f. Subcontractors. Contractor is responsible for ensuring its subcontractors carry and maintain insurance coverage.

g. Limits of Coverage & Specific Endorsements. (See Table 6.1 Below)

TABLE 6.1

Required Limits Additional Requirements

Commercial General Liability Insurance

Required Limits Additional Requirements

Minimum Limits:

$1,000,000 Each Occurrence

$1,000,000 Personal & Advertising Injury

$2,000,000 Products/Completed Operations

$2,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG 20 37 12 19.

Automobile Liability Insurance

If a motor vehicle is used in relation to the Contractor's performance, the Contractor must have vehicle liability insurance on the motor vehicle for bodily injury and property damage as required by law.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance Minimum Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease

Privacy and Security Liability (Cyber Liability) Insurance Minimum Limits:

$1,000,000 Each Occurrence

$1,000,000 Annual Aggregate

Contractor must have their policy cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

h. Non-Waiver. This Section 6 is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract, including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State.

Reserved.

Reserved.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

Intellectual Property Rights. As between the Parties, Contractor is and will remain the sole and exclusive owner of all right, title, and interest, including all intellectual property rights, in and to the Licensed Data , all information and data elements from one or more of Contractor’s proprietary databases, moral rights, rights of publicity, rights of privacy under applicable laws or regulations, any modifications, updates, improvements, upgrades, derivative works, Contractor’s Confidential Information and Feedback related thereto (collectively, “Proprietary Rights”). If the State provides suggestions, comments, ideas or recommendations, requests for enhancements, additional features or functionality, or other feedback to Contractor (collectively “Feedback”), the State hereby assigns all right, title, and interest, including intellectual property rights, in and to the Feedback to Contractor. The State’s Confidential Information will remain the State’s property, and Contractor shall have no ownership rights in the State’s Confidential Information.

Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest.

If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

Reserved.

Reserved.

Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. The State, however, will not unreasonably withhold written consent to the extent Contractor requests to assign this Contract in its entirety, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of its assets related to this

Contract. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party.

Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in a particular Statement of Work. The Parties agree that any term or condition stated in a State Ordering document that conflicts with or adds additional terms and conditions to this Contract or any applicable Schedule and/or Statement of Work, is void as consistent with Section 53. The Contract may only be amended as set forth in Section 57.

Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in a Statement of Work. If the Contract Activities are not fully accepted by the State, the State will notify Contractor of any noted deficiencies by the end of the State Review Period. If the State finds material deficiencies, and Contractor does not take actions to cure within twenty (20) business days of any notice of such material deficiencies from the State, it may: (i) reject the Contract Activities without performing any further inspections; or (ii) terminate this Contract in accordance with Section 24, Termination for Cause.

Within 20 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract.

However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part and the Contractor will provide the State with a refund.

Reserved.

Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in a Statement of Work.

Invoices and Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities provided as specified in a Statement of Work. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. Notwithstanding the foregoing, all fees are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract, so long as the State is not obligated to pay said taxes under applicable law.

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

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in a Statement of Work. If not stated in a Statement of Work, no liquidated damages will apply. The parties understand and agree that any liquidated damages (which includes but is not limited to applicable credits) set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. The parties acknowledge and agree that Contractor could incur liquidated damages for more than 1 event. The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the State’s right to terminate this Contract for cause under Section 24 and the State will be entitled in its discretion to recover actual damages caused by Contractor’s failure to perform its obligations under this Contract. However, the State will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages. Amounts due the State as liquidated damages may be set off against any fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

Reserved.

Termination for Cause. (a) The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (i) endangers the value, integrity, or security of any facility, data, or personnel; (ii) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (iii) engages in any conduct that may expose the State to liability; (iv) breaches any of its material duties or obligations under this Contract; or (v) fails to cure a breach within the time stated by the State in a notice of breach, if in its sole discretion the State has chosen to provide a time to cure. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

(b) If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (i) cease performance immediately. Contractor must submit all invoices for Contract Activities accepted by the State within 30 days of the date of termination. Failure to submit an invoice within that timeframe will constitute a waiver by Contractor for any amounts due to Contactor for Contract Activities accepted by the State under this Contract or (ii) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 25, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. Contractor must promptly reimburse to the State any fees prepaid by the State prorated to the date of such termination, including any prepaid fees. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason or no reason, including but not limited to, appropriation or budget shortfalls. Contractor must submit all invoices for Contract Activities accepted by the State within 60 days of the date of termination.

Failure to submit an invoice within that timeframe will constitute a waiver by Contractor for any amounts due Contractor for Contract Activities accepted by the State under this Contract. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities to the extent the funds are available.

Return of State Property. Upon termination or expiration of this Contract for any reason, Contractor must take all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to the Contractor by any entity, agent, vendor, or employee of the State.

Indemnification. The Contractor acknowledges that the State is constitutionally prohibited from indemnifying Contractor or any third parties. Contractor shall indemnify and defend the State against any third-party claims arising from Contractor’s: (i) breach of this Contract; (ii) infringement of a third party’s intellectual property; and (iii) gross negligence or willful misconduct. If Contractor receives information regarding an infringement claim related to the Contract Activities, Contractor may in its sole discretion: (i) modify the Contract Activities so that the Contract Activities is no longer infringing; (ii) obtain a license for the State’s continued use of the Contract Activities; or (iii) terminate the Contract Activities and refund Client for any prepaid fees for unused Contract Activities. Contractor’s indemnity obligations for intellectual property infringement stated above only applies if the allegation states with specificity that the Contract Activities is the basis for the claim for indemnification.

Limitation of Liability and Disclaimer of Damages. EXCEPT AS OTHERWISE

PROVIDED IN THIS CONTRACT, IN NO EVENT WILL EITHER PARTY’S

AGGREGATE LIABILITY TO OTHER PARTY UNDER THIS CONTRACT,

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,

NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY

CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE

TOTAL FEES PAID DURING THE TWELVE (12) MONTHS PRECEDING THE

CLAIM. Neither party is liable to the other party for consequential, incidental, exemplary, punitive, “costs of cover” (unless otherwise specifically set forth in this Contract), indirect, or special damages, regardless of the nature of the action.

Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud; or (3) any complaint filed in a legal or administrative proceeding alleging the Contractor or its subcontractors discriminated against its employees, subcontractors, vendors, or suppliers during the term of this Contract; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

State Data. All data and information provided to Contractor by or on behalf of the State, and all data and information derived therefrom, is the exclusive property of the State (“State Data”); this definition is to be construed as broadly as possible. Upon request, and at the State’s expense, Contractor must provide to the State, or a third party designated by the State, all State Data within 10 calendar days of the request and in the format requested by the State. No State Data may be used for any marketing or commercial purposes.

Reserved.

Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties.

a. Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential Information” means all nonpublic, confidential, or proprietary information disclosed by a Party or its Affiliates (the “Disclosing Party”) to the other Party (the “Receiving Party”) that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; or, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was or is: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Contract, in all cases and for all matters, State Data and Licensed Data is deemed to be Confidential Information.

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to a subcontractor is permissible where: (a) use of a subcontractor is authorized under this Contract; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c) Contractor obligates the subcontractor in a written contract to maintain the State's Confidential Information in confidence. At the State's request, any employee of Contractor or any subcontractor may be required to execute a separate agreement to be bound by the provisions of this Section.

c. Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

d. Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.

e. Surrender of Confidential Information upon Termination. Upon the expiration or termination of this Contract or upon request of the Disclosing Party during the term of this Contract, the Receiving Party shall return or irretrievably destroy all Confidential Information of the Disclosing Party then in its possession or control. In the case of destruction, the Receiving Party must certify such destruction to the Disclosing Party within thirty (30) days following the expiration or termination of this Contract or the Disclosing Party’s request. However, the State’s legal ability to destroy Contractor data may be restricted by its retention and disposal schedule, in which case Contractor’s Confidential Information will be destroyed after the retention period expires.

Limitations on Use of Licensed Data: In addition to the terms and conditions in the Contract, Schedule and Exhibits, and except to the extent the State received the data from another source, was publicly available when received, or becomes publicly available by no fault of the State, the State is expressly prohibited from:

referencing any selection criteria or presumed knowledge concerning the intended recipient of such solicitation or the source of such recipient’s name and address in any marketing or advertising;

co-branding or otherwise providing Licensed Data on behalf of any third party;

sublicensing or reselling the Licensed Data to any third party except as expressly allowed in the License Grant, ;

using or allowing third parties to use the Licensed Data for the purpose of compiling, enhancing, verifying, supplementing, adding to or deleting from any mailing list, geographic or trade directories, business directories, classified directories, classified advertising, or other compilation of information which is sold, rented, published, furnished or in any manner provided to a third party except as expressly allowed in the License Grant, using the Licensed Data in any service or product not specifically authorized in this Agreement or offering it through any third party;

making the Licensed Data or any portion thereof available in an online environment except by an appropriately secured and encrypted bulletin board service, tape-to-tape batch transmission, or remote job entry;

using telephone number information in the address, envelope, body of a letter or elsewhere in a direct mail piece, telemarketing script, or other marketing program mailing;

disassembling, decompiling, reverse engineering, modifying or otherwise altering the Licensed Data or any part thereof;

using the Licensed Data, either in whole or in part, as a factor in: (a) establishing an individual’s eligibility for credit or insurance; (b) connection with underwriting individual insurance; (c) evaluating an individual’s eligibility for employment or promotions, reassignment or retention as an employee; (d) connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; or (e) soliciting survivors of deceased person; and using or allowing third parties to use the Licensed Data for digital display advertising, including onboarding Licensed Data to any data management platform or other platform or exchange.

Reserved.

Reser…