250000000533.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget

NOTICE OF CONTRACT

between

THE STATE OF MICHIGAN

and

1616 Federal Blvd

Denver Colorado 80204

Jeremy Johnson

720-277-1925 jeremy.johnson@bluevector.ai

VS0184735

BlueVector AI, LLC

C O

N

TR

A C

TO

R

Brandon Samuel

517-249-0439

DTMB

Multiple Multiple samuelb@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Crime Victims Compensation and SAFE Response Claims Solution for the MDHHS.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

3/28/2025 3/27/2030 5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-card Payment Request (PRC) Other Yes No

MISCELLANEOUS INFORMATION

This is not an order. This Contract Agreement is awarded on the basis of the State’s solicitation RFS 240000002866.

Orders for Delivery will be issued directly by the DHHS through the issuance of a Delivery Order (DOIT1).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $1,307,862.00

N/ANet 45

C on tra ct

Ad m in is tra to r Pr og ra m M an ag er

ST

A

TE

NOTICE OF CONTRACT NO. 250000000533

INITIAL

AVAILABLE

OPTIONS

3/27/2030

AGENCY NAME PHONE EMAIL

DTMB Duane Kerkstra 248-660-0132 kerkstrad@michigan.gov

MDHHS Emily Stinson 517-335-4994 StinsonE2@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name and Title

Agency

Date

CONTRACT NO. 250000000533

Michigan.gov/MiProcurement

SOFTWARE CONTRACT TERMS AND

CONDITIONS

These Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (Collectively this “Contract”) are agreed to between the State of Michigan (the “State”) and BlueVector AI, LLC (“Contractor”), a Colorado LIMITED LIABILITY CORPORATION. This Contract is effective on March 28, 2025 (“Effective Date”), and unless terminated, will expire on March 27, 2030 (the “Term”).

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

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

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

“Acceptance Tests” means such tests as may be conducted in as described in Section 9 and any applicable Statement of Work to determine whether the Software meets the requirements of this Contract and the Documentation.

“Access” means (1) the ability and means to enter a restricted or locked area, room, or physical container containing State Data; or (2) the ability and means to communicate with or otherwise interact with a system, to use system resources to handle information, to gain the information or knowledge of the information the system contains, or to control system components and functions (including physical or technical controls, or having the ability to modify or bypass any or all security controls).

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

“Allegedly Infringing Materials” has the meaning set forth in Section 18.

“Approved Licensed Components” means all Third-Party Components and/or Contractor Technology, and any other third-party components and/or Open Source Components that are included in the Software Work Product and are (a) specifically identified by Contractor in the Contractor’s software bill of materials; in an applicable

Statement of Work or elsewhere in this Contract, or as otherwise required by this Contract, including without limitation as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Requirements; or (b) specifically approved in writing by the DTMB Program Manager (or designee) prior to inclusion or use.

“Authorized Users” means all Persons authorized by the State to access and use the Solution under this Contract provided that such Persons are employed by or engaged by the State to perform the role and functions of the State.

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

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

“Change Notice” means a writing executed by the parties to the Contract memorializing a change to the Contract.

“Change Proposal” has the meaning set forth in Subsection 2.2.

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

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

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

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

“Contract Change” has the meaning set forth in Subsection 2.2.

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

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

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

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

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

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

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

“Contractor Technology” means all software, data, know-how, ideas, methodologies, specifications, and other technology created prior to or independently of the performance of the Services in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 7, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third-Party or any Law or incurring any payment obligation to any Third-Party.

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

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

“Digital Accessibility Standards” means the accessibility standards provided in the SOM Digital Standards, located at https://www.michigan.gov/standards.

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

“Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, https://www.michigan.gov/som/footer/policies/som-applications-and-site-standards that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of a Deliverable.

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

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

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

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

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

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

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

“Integration Testing” has the meaning set forth in Section 9.

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

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

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

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

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

“New Version” means any new version of the Software, including any updated Documentation, as may be indicated by designation of a new version number.

“Nonconformity” or “Nonconformities” means any failure or failures of a Deliverable, to conform to the requirements of this Contract.

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

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

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

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

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

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

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

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

“Services” means any of the services, including but not limited to, Hosted Services, installation, configuration, implementation, and/or Support Services, that the Contractor is required to or otherwise does provide under this Contract.

“Service Level Agreement” means the schedule attached as Schedule D, setting forth the Support Services Contractor will provide to the State, and the parties' additional rights and obligations with respect thereto.

“Site” means any physical location(s) designated by the State in, or in accordance with, this Contract or a Statement of Work for delivery and installation of the Deliverable, if applicable.

“Software” means the software, as a whole, including but not limited to: a) Contractor Technology as set forth in a Statement of Work, and any Approved License Components, Maintenance Releases or New Versions provided to the State; b) any Software Work Product; c) any of the State’s software, applications, and systems described in a Statement of Work; and d) all copies of the foregoing permitted under this Contract. If Contractor Hosted, Software includes Contractor’s Operating Environment.

“Software Work Product” means all software that Contractor develops, creates, delivers, or otherwise provides to the State as Work Product under this Contract, regardless of whether created, developed, or generated by a human, non-human, or some combination thereof, including but not limited to applications, computer programs, modules and systems, configurations, application programming interfaces, computer scripts, routines, macros, user interfaces, State-specific changes to Approved License Components, and all updates, patches, new versions, new releases, enhancements, improvements, and other modifications of the foregoing.

“Solicitation” means the State’s request to solicit responses for a Solution under this Contract.

“Solution” means Deliverables and Services singularly or in any combination thereof, as applicable, set forth in a Statement of Work.

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Software.

“Specifications” means, for the Software, the specifications collectively set forth in the Business Requirements Specification, Technical Specification, Documentation, Solicitation or Contractor’s Bid Response, if any, for such Software, or elsewhere in this Contract.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 21.

“State Hosted” means the Operating Environment is not provided by Contractor or one or more of its Permitted Subcontractors.

“State Materials” means all materials and information, including but not limited to documents, data, know-how, ideas, methodologies, specifications, software, hardware, content, and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this Contract.

“State Program Managers” are the individuals appointed by the State, or their designees, to (a) monitor and coordinate the day-to-day activities of this Contract; (b) co-sign off on Acceptance of the Deliverables; and (c) perform other duties as may be specified in a Statement of Work. Program Managers will be identified in Schedule A or subsequent Change Notices.

“State Review Period” has the meaning set forth in Section 11.

“State Systems” means the information technology infrastructure, including the computers, software, databases, electronic systems (including database management systems) and networks, of the State or any of its designees.

“Statement of Work” means any statement of work entered into by the parties and incorporated into this Contract. The initial Statement of Work is attached as Schedule A.

“Stop Work Order” has the meaning set forth in Section 15.

“Support Services” means the maintenance and support services Contractor is required to or otherwise does provide to the State under the Service Level Agreement.

“Technical Specification” means, with respect to any Software, the document setting forth the technical specifications for such Software.

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

“Testing Period” has the meaning set forth in Section 9.

“Third-Party Components” means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content, and technology, in any form or media, in which any Person other than the State or Contractor owns any Intellectual Property Right, including Open-Source Components, that are included in or used in connection with the Software and are specifically identified by Contractor in the Contractor’s Software bill of materials, in an applicable Statement of Work or elsewhere in this Contract, or as otherwise required by this Contract, including without limitation as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Requirements.

“Transition Period” has the meaning set forth in Section 16.

“Transition Responsibilities” has the meaning set forth in Section 16.

“Unauthorized Removal” has the meaning set forth in Subsection 2.5.

“Unauthorized Removal Credit” has the meaning set forth in Subsection 2.5.

“User Data” means all data, queries, prompts, information and other content of any type and in any format, medium or form, whether audio, visual, digital, screen, GUI or other, that is input, uploaded to, placed into, collected, stored, Processed, generated, or output by any device, system or network by or on behalf of the State, including but not limited to, any and all works, inventions, data, analyses and other information and materials resulting or generated from any use of the Software by or on behalf of the State under this Contract, including but not limited to, information that identifies the State devices or equipment and any location information even if not input by a user.

“Warranty Period” means the 90 calendar-day period commencing on the date of the State's Acceptance of the Software for which Support Services are provided free of charge.

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract, regardless of whether created, developed, or generated by a human, non-human, or some combination thereof, including but not limited to Software Work Product, reports, project management documents, content, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract.

2. Duties of Contractor. Contractor will provide the Solution pursuant to Statement(s) of Work entered into under this Contract. Contractor will provide the Solution in a timely, professional manner and in accordance with the terms, conditions, and Specifications set forth in this Contract and the Statement(s) of Work.

2.1 Statement of Work Requirements. No Statement of Work will be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work will commence on the parties' full execution of a Statement of Work and terminate when the parties have fully performed their obligations. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and incorporated into this Contract. The State will have the right to terminate such Statement of Work as set forth in Section 16. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

2.2 Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the Contract, including without limitation changes to the Solution or adding a new Statement of Work (each, a “Contract Change”).

Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section.

(a) As soon as reasonably practicable, and in any case within 20 Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth:

(i) a written description of the proposed Changes to any part of the Solution;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any addition or modification to the Solution;

and (B) the effect of such Changes, if any, on completing any other Services under a Statement of Work;

(iii) any additional State Resources Contractor deems necessary to carry out such Changes; and

(iv) any increase or decrease in Fees resulting from the proposed Changes, which increase, or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change.

(b) Within 30 Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications each parties’ Contractor Administrator will sign a Change Notice.,

(c) However, if the parties fail to enter into a Change Notice within 15 Business Days following the State’s response to a Change Proposal, the State may, in its discretion:

(i) require Contractor to perform or provide the Solution under the existing Statement of Work without the Change;

(ii) require Contractor to continue to negotiate a Change Notice;

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in a Statement of Work, terminate this Contract under Subsection 16.1.

(d) No Change will be effective until the parties have executed a Change Notice. Notwithstanding the foregoing, no Change Notice executed after the Effective Date will be construed to amend or modify this Contract in any way, unless it specifically states its intent to do so and cites the section or sections amended. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with a Statement of Work pending negotiation and execution of a Change Notice.

Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice.

(e)The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Solution as described in this Contract are considered part of the Solution and, thus, will not be considered a Change.

This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Nonconformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Support Services under this Contract.

(f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

2.3 Contractor Personnel.

(a) Contractor is solely responsible for all Contractor Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(b) Prior to any Contractor Personnel performing any Services, Contractor will:

(i) ensure that such Contractor Personnel have the legal right to work in the United States;

(ii) upon request, require such Contractor Personnel to execute written agreements, in form and substance acceptable to the State, that bind such Contractor Personnel to confidentiality provisions that are at least as protective of the State’s information (including all Confidential Information) as those contained in this Contract; and

(iii) upon request, or as otherwise specified in a Statement of Work, perform background checks on all Contractor Personnel prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and subcontractor employees, who may have Access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018.

(c) Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State that are communicated to Contractor in writing, including security procedures concerning systems and data and remote access, building security procedures, including the restriction of access by the State to certain areas of its premises or systems, and general health and safety practices and procedures.

(d) The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable. The State’s request must be written with reasonable detail outlining the reasons for the removal request. Replacement personnel for the removed person must be fully qualified for the position. If the State exercises this right, and Contractor cannot immediately replace the removed personnel, the State agrees to negotiate an equitable adjustment in schedule or other terms that may be affected by the State’s required removal.

2.4 Contractor Project Manager. Throughout the Term of this Contract, Contractor must maintain a Contractor employee acceptable to the State to serve as Contractor Project Manager, who will be considered Key Personnel of Contractor.

(a) Contractor Project Manager must:

(i) have the requisite authority, and necessary skill, experience, and qualifications, to perform in such capacity;

(ii) be responsible for overall management and supervision of Contractor’s performance under this Contract; and

(iii) be the State’s primary point of contact for communications with respect to this Contract, including with respect to giving and receiving all day-to-day approvals and consents.

(b) Contractor Project Manager must attend all regularly scheduled meetings as set forth in the Implementation Plan and will otherwise be available as set forth in a Statement of Work.

(c) Contractor will maintain the same Contractor Project Manager throughout the Term of this Contract, unless:

(i) the State requests in writing the removal of Contractor Project Manager;

or

(ii) the State consents in writing to any removal requested by Contractor in writing; or

(iii) the Contractor Project Manager ceases to be employed by Contractor, whether by resignation, involuntary termination or otherwise.

(d) Upon the occurrence of any event set forth in Subsections 2.4(c)(i-iii) above, Contractor will promptly replace its Contractor Project Manager. Such replacement will be subject to the State's prior written approval.

2.5 Contractor’s Key Personnel.

(a) The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State Program Managers or their designees, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection.

(b) Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract.

(c) It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to determine and remedy the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 16, Contractor will issue to the State an amount equal to $25,000 per individual (each, an “Unauthorized Removal Credit”).

(d) Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection 2.5(c) above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and (ii) may, at the State’s option, be credited or set off against any Fees or other charges payable to Contractor under this Contract.

2.6 Subcontractors. Contractor must obtain prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, before engaging any Permitted Subcontractor to provide Services to the State under this Contract. Engagement of any subcontractor or Permitted Subcontractor by Contractor does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

(a) be responsible and liable for the acts and omissions of each such subcontractor (including such Permitted Subcontractor and Permitted Subcontractor's employees who, to the extent providing the Solution, will be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

(b) be responsible for all fees and expenses payable to, by or on behalf of each subcontractor and Permitted Subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits;

(c) notify the State of the location of the Permitted Subcontractor and indicate if it is located within the United States; and

(d) prior to the provision of Services or creation of Deliverables by any subcontractor, if requested by the State:

(i) obtain from such subcontractor confidentiality, work-for-hire and intellectual property rights assignment agreements, in form and substance acceptable by the State, giving the State rights consistent with those set forth in Section 7 and, upon request, provide the State with a fully-executed copy of each such contract; and

(ii) with respect to all subcontractor employees providing Services or Deliverables, comply with its obligations under Section 2.3 above.

2.7 Software. For the purposes of this Section 2.7 only, Software does not include Operating Environment:

(a) Delivery.

(i) Contractor must deliver all Deliverables to the State in all applicable forms or formats required by the State.

(ii) Contractor must deliver all Software to the State in both object code and Source Code form.

(b) Source Code. At any time during the Term, within 1 Business Day of the State’s written request, Contractor must provide to the State, in a format and manner specified by the State, a copy of the most recent version of the Source Code for the Software identified by the State in the request.

(c) Licensed Components. Contractor must not include in any Software any Contractor Technology or any third-party components except for Approved Licensed Components.

3. 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 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:

Brandon Samuel 320 S. Walnut St. 2nd Floor Lansing, MI 48909-7526 Samuelb@michigan.gov 517-249-0439

Jeremy Johnson 1616 Federal Blvd Denver, CO 80204 jeremy.johnson@bluevector.ai 720-277-1925

4. Insurance. Contractor must maintain the minimum insurances identified in the Insurance Schedule attached as Schedule C.

5. Terms of Use of the Operating Environment.

5.1 Reserved.

5.2 Reserved.

5.3 Reserved.

5.4 Reserved.

5.5 State Trademarks, Service Marks, and Logos. The State hereby grants to Contractor a limited, non-exclusive, non- transferable license (i) to use the State's (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos, solely in accordance with the State’s specifications, and (ii) to display, reproduce, distribute and transmit in digital form the State’s (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos in connection with promotion of the Services as communicated to Contractor by the State. Use of the State’s (or individual agency’s, department’s or division’s) mailto:Samuelb@michigan.gov mailto:jeremy.johnson@bluevector.ai name, trademarks, service marks or logos will be specified in the applicable Statement of Work.

6. Third-Party Components. At least 30 days prior to adding new third-party components, Contractor will provide the State with notification information identifying and describing the addition. Throughout the Term, on an annual basis, Contractor will provide updated information identifying and describing any third-party components included in the Software. Contractor is responsible for ensuring that all Third-Party Components are properly licensed for the State’s use.

7. Intellectual Property Rights

7.1 Reserved.

7.2 Ownership Rights in Work Product. The State is and will be the sole and exclusive owner of all right, title, and interest in and to all Work Product created, developed, or generated exclusively for the State under this Contract, including all Intellectual Property Rights. In furtherance of the foregoing:

(a) Contractor will create all Work Product as work made for hire as defined in Section 101 of the Copyright Act of 1976; and

(b) to the extent any Work Product, or Intellectual Property Rights do not qualify as, or otherwise fails to be, work made for hire, Contractor hereby:

(i) assigns, transfers, and otherwise conveys to the State, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Work Product, including all Intellectual Property Rights; and

(ii) irrevocably waives any and all claims Contractor may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Work Product.

(c) Further Actions. Contractor will, and will cause the Contractor Personnel to, take all appropriate action and execute and deliver all documents, necessary or reasonably requested by the State to effectuate any of the provisions or purposes of this Subsection 7.2, or otherwise as may be necessary or useful for the State to prosecute, register, perfect, record, or enforce its rights in or to any Work Product, or any Intellectual Property Right therein. Contractor hereby appoints the State as Contractor’s attorney-in-fact with full irrevocable power and authority to take any such actions and execute any such documents if Contractor refuses, or within a period deemed reasonable by the State otherwise fails, to do so.

7.3 Contractor Technology License. Ownership of all Contractor Technology, including all Intellectual Property Rights therein, is and will remain with Contractor, subject to the following licenses:

(a) Contractor hereby grants to the State such rights and licenses with respect to the Contractor Technology that will allow the State to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever the Software, to the same extent as if the State owned the Contractor Technology, without incurring any fees or costs to Contractor (other than the Fees set forth under this Contract) or any other Person in respect of the Contractor Technology. In furtherance of the foregoing, such rights and licenses will:

(i) be irrevocable, perpetual, fully paid-up and royalty-free;

(ii) include the rights to use, reproduce, perform (publicly or otherwise), display (publicly or otherwise), modify, improve, create derivative works of, distribute, import, make, have made, the Contractor Technology, including all such modifications, improvements and derivative works thereof, solely as part of, or as necessary to use and exploit, the Software; and

(iii) be freely assignable and sublicensable, in each case solely in connection with the assignment or licensing of the Software or any portion, modification, or derivative work thereof, and only to the extent necessary to allow the assignee or sublicensee, as the case may be, to use and exploit the Software or portion, modification, improvement, or derivative work thereof.

7.4. Third-Party and Open-Source Component Licenses. Ownership of all third-party and Open-Source Components, including all Intellectual Property Rights therein, is and will remain with respective owners, subject to the following licenses:

(a) Prior to the delivery of any Software, Contractor will secure for the State, at Contractor’s sole cost and expense, such rights, licenses, consents and approvals for any third-party components and/or Open-Source Components, that will allow the State to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever the Software, to the same extent as if the State owned the third-party components and Open-Source Components, without incurring any fees or costs to any third-party (other than the Fees set forth under this Contract) in respect of the third-party components and Open-

Source Components. In furtherance of the foregoing, such rights and licenses will:

(i) be irrevocable, perpetual, fully paid-up and royalty-free;

(ii) include the rights to use, reproduce, perform (publicly or otherwise), display (publicly or otherwise), modify, improve, create derivative works of, distribute, import, make, have made, sell and offer to sell the third-party components and Open-Source Components, including all such modifications, improvements and derivative works thereof, solely as part of, or as necessary to use and exploit, the Software; and

(iii) be freely assignable and sublicensable, in each case solely in connection with the assignment or licensing of the Software or any portion, modification, or derivative work thereof, and only to the extent necessary to allow the assignee or sublicensee, as the case may be, to use and exploit the Software or portion, modification, improvement, or derivative work thereof.

7.5. State Materials.

(a) The State will remain the sole and exclusive owners of all right, title, and interest in and to State Materials, including all Intellectual Property Rights therein. Contractor will have no right or license to, and will not, use any State Materials except solely during the Term of this Contract for which they are provided to the extent necessary to perform the Services and provide the Deliverables to the State. All other rights in and to the State Materials are expressly reserved by the State.

(b) The State hereby grants to Contractor the limited, royalty-free, non-exclusive right and license to State Materials solely as necessary to incorporate such State Materials into, or otherwise use such State Materials in connection with provision of Services and creating the Deliverables. The term of such license will commence upon the State’s delivery of the State Materials to Contractor.

Subject to the foregoing license, the State reserves all rights in the State Materials. All State Materials are considered Confidential Information of the State.

7.6 Work Product and Software Work Product.

(a) Delivery.

(i) Contractor must deliver all Work Product to the State in all applicable forms or formats required by the State.

(ii) Contractor must deliver all Software Work Product to the State in both object code and Source Code form.

(b) Source Code. At any time during the Term, within 1 Business Day of the State’s written request, Contractor must provide to the State, in a format and manner specified by the State, a copy of the most recent version of the Source Code for the Software Work Product identified by the State in the request.

(c) Work Product Components. Contractor must not include in any Work Product any technology or any components except for State Materials or Approved Licensed Components.

8. Software Implementation.

8.1 Implementation. Contractor will as applicable; deliver, install, configure, integrate, and otherwise provide and make fully operational the Software on or prior to the applicable Milestone Date in accordance with the criteria set forth in a Statement of Work and the Implementation Plan.

8.2 Site Preparation. Unless otherwise set forth in a Statement of Work, Contractor is responsible for ensuring the relevant Operating Environment is set up and in working order to allow Contractor to deliver and install the Software on or prior to the applicable Milestone Date. Contractor will provide the State with such notice as is specified in a Statement of Work, prior to delivery of the Software to give the State sufficient time to prepare for Contractor’s delivery and installation of the Software. If the State is responsible for Site preparation, Contractor will provide such assistance as the State requests to complete such preparation on a timely basis.

9. Software Acceptance Testing.

9.1 Acceptance Testing.

(a) Unless otherwise specified in a Statement of Work, upon installation of the Software, or in the case of Contractor Hosted Software, when Contractor notifies the State in writing that the Solution is ready for use, Acceptance Tests will be conducted as set forth in this Section 9 to ensure the Software conforms to the requirements of this Contract, including the applicable Specifications and Documentation.

(b) All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in a Statement of Work, commence on the Business Day following installation of the Software, or the receipt by the State of the notification referenced in Subsection 9.1(a), and be conducted diligently for up to 30 Business Days, or such other period as may be set forth in a Statement of Work (the “Testing Period”). Acceptance Tests will be conducted by the party responsible as set forth in a Statement of Work or, if a Statement of Work does not specify, the State, provided that:

(i) for Acceptance Tests conducted by the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Acceptance Tests; and

(ii) for Acceptance Tests conducted by Contractor, the State has the right to observe or participate in all or any part of such Acceptance Tests.

9.2 Contractor is solely responsible for all costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance Testing.

(a) Upon delivery and installation of any application programming interfaces, Configuration, or any other applicable Work Product, to the Software under a Statement of Work, additional Acceptance Tests will be performed on the modified Software as a whole to ensure full operability, integration, and compatibility among all elements of the Software (“Integration Testing”).

Integration Testing is subject to all procedural and other terms and conditions set forth in this Section.

(b) The State may suspend Acceptance Tests and the corresponding Testing Period by written notice to Contractor if the State discovers a material Nonconformity in the tested Software or part or feature of the Software. In such event, Contractor will immediately, and in any case within 10 Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Testing Period will resume for the balance of the Testing Period.

9.3 Notices of Completion, Non-Conformities, and Acceptance. Within 15 Business Days following the completion of any Acceptance Tests, including any Integration Testing, the party responsible for conducting the tests will prepare and provide to the other party written notice of the completion of the tests. Such notice must include a report describing in reasonable detail the tests conducted and the results of such tests, including any uncorrected Nonconformity in the tested Software.

(a) If such notice is provided by either party and identifies any Nonconformities, the parties’ rights, remedies, and obligations will be as set forth in Subsection

9.4 and Subsection 9.5.

(b) If such notice is provided by the State, is signed by the State Program Managers or their designees, and identifies no Nonconformities, such notice constitutes the State's Acceptance of such Software.

(c) If such notice is provided by Contractor and identifies no Non-Conformities, the State will have 30 Business Days to use the Software in the Operating Environment and determine, in the exercise of its sole discretion, whether it is…