250000001374.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933

NOTICE OF CONTRACT

between

THE STATE OF MICHIGAN

and

4737 Reed Rd. Ste 152

Upper Arlington Ohio 43220

Kevin Potter

614-581-2036 kevin@aimpointtechnology.com

VS0319105

Aimpoint Technology, LLC

C O

N

TR

A C

TO

R

Kristine Mills

517-242-6402

DTMB

Multiple Multiple millsk11@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Salesforce Maintenance and Support

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

10/1/2025 10/1/2030 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 as a result of the State’s inquiry bearing the solicitation number RFP 250000001460. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $450,000.00

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

P.O. Box 30026, Lansing, MI 48909

NOTICE OF CONTRACT NO. 250000001374

INITIAL

AVAILABLE

OPTIONS

10/1/2030

AGENCY NAME PHONE EMAIL

DTMB Shoba Murali 517-898-2915 muralis@michigan.gov

LARA Andy Hannum 514-243-9599 HannumA@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CONTRACT NO. 250000001374

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name and Title

DTMB Central Procurement Services Agency

Date

Michigan.gov/MiProcurement

IT PROFESSIONAL SERVICES 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 Aimpoint Technology, LLC (“Contractor”), a Delaware Limited Liability Company. This Contract is effective on October 1, 2025 (“Effective Date”), and unless terminated, will expire on October 1, 2030 (the “Term”).

This Contract may be renewed for up to 5 additional 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:

“Approved Licensed Components” means all Third-Party Components, Open-Source Components, and Background Technology that are included in or used in connection with the Software and are specifically identified in an applicable Statement of Work and approved in writing by the DTMB Program Manager (or designee) prior to inclusion or use.

“Background 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.d.i.2, 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.

“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.

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

“Confidential Information” has the meaning set forth in Subsection 21.1.

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

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract. Each party’s Contract Administrator will be identified in Schedule A or subsequent Change Notices.

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

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

“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.

“Deliverables” means the Software, 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.

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

“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 State or any Authorized User from accessing or using the Solution 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 its Authorized Users, including any services and facilities related to disaster recovery obligations.

“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.

“Object Code” means computer programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and useable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engineering.

“Offshore Resources” mean resources, including Contractor Personnel, outside of the United States or its territories.

“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 https://www.michigan.gov/som/footer/policies/som-applications-and-site-standards

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” has the meaning set forth in Section 3.f

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

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

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

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

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

“Services” means any of the services, including but not limited to, Hosted Services, 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, collectively, (a) the State’s software, applications, and systems described in, or otherwise used in connection with, this Contract; (b) all Software Deliverables that Contractor provides to the State under this Contract; and (c) all updates, patches, new versions, new releases, enhancements, improvements, and other modifications of the foregoing.

“Software Deliverable” means any Software Work Product and/or Approved Licensed Component provided under this Contract.

“Software Work Product” means all computer programs that Contractor develops, creates, delivers, or otherwise provides to the State under this Contract, including but not limited to software applications, modules and systems, application programming interfaces, computer scripts, routines, macros, programming tools, user interfaces, and all updates, upgrades, patches, new versions, new releases, enhancements, improvements, and other modifications of the foregoing.

“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.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 20.

“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, trademarks, methodologies, specifications, software, 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, whether or not the same: (a) are owned by the State, a third party or in the public domain; or (b) qualify for or are protected by any Intellectual Property Rights.

“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 10.

“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 12.

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

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

“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, but excluding Open-Source Components.

“Transition Period” has the meaning set forth in Section 15.

“Transition Responsibilities” has the meaning set forth in Section 15.

“Unauthorized Removal” has the meaning set forth in Subsection 3.e.

“Unauthorized Removal Credit” has the meaning set forth in Subsection 3.e.

“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 or collected, stored, Processed, generated or output by any user, device, system or network by or on behalf of the State, including but not limited to any and all works, inventions, data, analyses, information that identifies State or State’s intended users’ devices or equipment, location information, or other information and materials resulting from any use of the Software by or on behalf of the State under this Contract, 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 Software or Deliverables 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 including but not limited to Software Work Product, reports, project management documents, 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. Statement of Work. Contractor will provide the Services and Deliverables pursuant to Statements of Work, entered into under this Contract. The Terms and Conditions of this Contract will apply at all times to Statements of Work. The State will have the right to terminate any Statement of Work, in whole or in part, as set forth in Sections 13 and 14 of this Contract.

Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under this Contract and agrees that prompt and timely performance of all such obligations in accordance with this Contract is strictly required.

3. Performance of Services.

a. Software Deliverables.

i. Delivery.

1. Contractor must deliver all Software, Software Work Product, and any other Work Product to the State in all applicable forms or formats required by the State, as provided in an applicable Statement of Work.

2. Contractor will deliver all Software Deliverables to the State in both Object Code and Source Code form.

3. Unless otherwise expressly provided in this Section or an applicable Statement of Work, all Deliverables will be provided by Contractor to State in the manner requested by the State.

ii. Source Code. At any time during the Term, within 1 Business Day of the

State’s written request, Contractor will 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.

iii. Licensed Components. Contractor will not provide or include in any Software, Software Work Product, or other Work Product any Background Technology, Third-Party Components, or any Open-Source Components, except for Approved Licensed Components.

iv. Support. Contractor will provide Support Services for the Software pursuant to the Service Level Agreement attached as Schedule D to this Contract.

b. Accessibility Requirements.

i. All Deliverables created or provided by Contractor under this Contract, including associated content and documentation, must at all times conform to the Digital Accessibility Standards. Upon the request of the State, Contractor must provide a completed PAT for each Deliverable provided under the Contract. All “Not Applicable" or “N/A” responses to the specifications, if any, must be fully explained. A description of the evaluation methods used to support such conformance claims, including, if applicable, any third-party testing, must be provided. Throughout the Term of the Contract, at no additional costs to the State, Contractor must:

1. promptly respond to and resolve, in a manner acceptable to the State, any complaint the State receives regarding the accessibility of any Deliverable;

2. upon the State’s written request, provide Deliverables in one or more alternative formats and within timeframes specified by the State; and

3. participate in State of Michigan Digital Standards Review described below.

ii. State of Michigan Digital Standards Review. Prior to Deliverables being accepted, put into production, or as otherwise required by the State, the State may conduct a Digital Standards Review to assess their accessibility and compliance with the Digital Accessibility Standards. Contractor must assist the State with each such review, including submitting documentation or other information regarding accessibility and compliance with the Digital Accessibility Standards. Contractor must, at its sole cost and expense, remediate all issues resulting from such review in a manner and timeframe accepted in writing by the State, which may include providing a remediation status report and updated PAT to the State and a re-assessment of accessibility.

iii. Warranty. Contractor warrants that all conformance claims regarding conformance to the Digital Accessibility Standards made by Contractor pursuant to this Contract, including all information provided in any PAT Contractor provides to the State, are true and correct. If the State determines such conformance claims provided by the Contractor represent a higher level of conformance than what is actually provided to the State, Contractor will, at its sole cost and expense, promptly remediate the Software to align with Contractor’s stated conformance claims in accordance with plans and timelines that are approved in writing by the State. If Contractor is unable to resolve such issues in a manner acceptable to the State, in addition to all other remedies available to the State, the State may terminate this Contract for cause under Section 14.

iv. Indemnification. Contractor must, without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for any and all claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from the State arising out of Contractor’s failure to comply with the foregoing accessibility standard.

Failure to comply with the requirements in this Section 3.b will constitute a material breach of this Contract.

c. Contractor Personnel.

i. 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.

ii. Prior to any Contractor Personnel performing any Services, Contractor will:

1. ensure that such Contractor Personnel have the legal right to work in the United States;

2. 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 Intellectual Property Rights provisions that grant the State rights in the Deliverables consistent with the provisions of Section 8 and, upon the State's request, provide the State with a copy of each such executed contract; and

3. 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 on Contractor Personnel. 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.

iii. 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.

iv. The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable.

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.

d. 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.

i. Contractor Project Manager must:

1. have the requisite authority, and necessary skill, experience, and qualifications, to perform in such capacity;

2. be responsible for overall management and supervision of

Contractor’s performance under this Contract; and

3. 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.

ii. Contractor Project Manager must attend all regularly scheduled meetings as set forth in a Statement of Work or as otherwise directed by the State.

iii. Contractor will maintain the same Contractor Project Manager throughout the Term of this Contract, unless:

1. the State requests in writing the removal of Contractor Project Manager;

2. the State consents in writing to any removal requested by Contractor in writing;

3. Contractor Project Manager ceases to be employed by Contractor, whether by resignation, involuntary termination or otherwise.

iv. Upon the occurrence of any event set forth in Sections 3(d)(iii)(1-3) above, Contractor will promptly replace its Contractor Project Manager. Such replacement will be subject to the State's prior written approval.

e. Contractor’s Key Personnel

i. 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’s 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, Contractor must propose another qualified individual for the position for State approval.

ii. 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.

iii. 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”).

iv. Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed 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.

f. Subcontractors. Contractor will not, without the prior written approval of the

State, which consent may be given or withheld in the State’s sole discretion, engage any third party to perform Services (including to create any Work Product). The State’s approval of any such third party (each approved third party, a “Permitted Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

i. 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 Services or Deliverables, will be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

ii. upon request of the State, name the State a third-party beneficiary under Contractor’s contract with each Permitted Subcontractor with respect to the Services and Work Product;

iii. be responsible for all fees and expenses payable to, by or on behalf of each 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; and

iv. prior to the provision of Services or Deliverables by any Permitted Subcontractor, if requested by the State:

1. obtain from such Permitted 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 8 and, upon request, provide the State with a fully-executed copy of each such contract;

and

2. with respect to all Permitted Subcontractor employees providing Services or Deliverables, comply with its obligations under Section 3.c above.

4. 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:

Kristine Mills

320 S Walnut St, Lansing MI, 48908

517-242-6402 millsk11@michigan.gov

Aimpoint Technology c/o Kevin Potter

4737 Reed Rd., Ste. 152

Upper Arlington, Ohio 43220 kevin@aimpointtechnology.com

614-581-2036

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

6. Independent Contractors. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. 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.

7. Intellectual Property Rights and Licenses.

a. State Materials. 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. 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 during the Term of this Contract. All other rights in and to the State Materials are expressly reserved by the State. All State Materials are considered Confidential Information of the State.

b. State Ownership of Software and Work Product. Except as set forth in Section 7.d, the State is and will be the sole and exclusive owner of all right, title, and interest in and to all Software and Work Product, including all Intellectual Property Rights. In furtherance of the foregoing:

1. Contractor will create all Software and Work Product as work made for hire as defined in Section 101 of the Copyright Act of 1976; and

2. To the extent any Software, Work Product, or Intellectual Property Rights do not qualify as, or otherwise fails to be, work made for hire, Contractor hereby:

a. assigns, transfers, and otherwise conveys to the State, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Software or Work Product, including all Intellectual Property Rights;

and

b. 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 Software or 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 Section 8.b, or otherwise as may be necessary or useful for the State to prosecute, register, perfect, record, or enforce its rights in or to any Software, 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.

d. Approved Licensed Components. Contractor will not include any Background Technology or any Third Party or Open Source Component in any Deliverable provided to the State, with first receiving the State’s express approval.

i. Background Technology.

1. Contractor is and will remain the sole and exclusive owner of all right, title, and interest in and to the Background Technology, including all Intellectual Property Rights therein, subject to the following Background Technology License.

2. Background Technology License. Contractor hereby grants to the State such rights and licenses with respect to the Background Technology that will allow the State to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever the Software and Work Products, to the same extent as if the State owned the Background 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 Background Technology. In furtherance of the foregoing, such rights and licenses will:

a. be irrevocable, perpetual, fully paid-up and royalty-free;

b. 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 Background Technology, including all such modifications, improvements and derivative works thereof, solely as part of, or as necessary to use and exploit, the Software and Work Products; and be freely assignable and sublicensable, in each case solely in connection with the assignment or licensing of the Software or Deliverables 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 Deliverables or portion, modification, improvement, or derivative work thereof.

ii. Third-Party Components and Open-Source Components.

1. Ownership of all Third-Party Components and Open-Source Components, including all Intellectual Property Rights therein, is and will remain with its respective owners, subject to the following licenses.

2. Third-Party and Open-Source Component Licenses. Prior to the delivery of any Software or Work Product, 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 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 or Deliverables, 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:

a. be irrevocable, perpetual, fully paid-up and royalty-free;

b. 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 Work Products; and

c. be freely assignable and sublicensable, in each case solely in connection with the assignment or licensing of the Software or Deliverables 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 Deliverables or portion, modification, improvement, or derivative work thereof.

8. Assignment. Contractor may not assign this Contract or any of its rights or delegate any of its duties or obligations hereunder, voluntarily, or involuntarily, whether by merger (regardless of whether it is the surviving or disappearing entity), conversion, consolidation, dissolution, or operation of law to any other party without the prior written approval of the State. 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 governmental entity if such assignment is made reasonably necessary by operation of controlling law or regulation. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

9. Change of Control. Contractor will notify the State, within 30 calendar 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.

10. Acceptance. Unless otherwise provided in the Statement of Work, this Section will control acceptance of all Services and Deliverables. Services and Deliverables are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”). If the Services and Deliverables are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Services or Deliverables are accepted, but noted deficiencies must be corrected; or (b) the Services or Deliverables are rejected. If the State finds material deficiencies, it may: (i) reject the Services or Deliverables without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate a Statement of Work in accordance with Section 13, Termination for Cause.

Within 10 Business Days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Services or Deliverables, Contractor must cure, at no additional cost, the deficiency and deliver acceptable Services or Deliverables to the State. If acceptance with deficiencies or rejection of the Services or Deliverables impacts the content or delivery of other non-completed Services or Deliverables, the parties 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 Statement of Work in whole or in part. The State, or a third party identified by the State, may perform the Services and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

11. Terms of Payment. Invoices must conform to the requirements set forth in a Statement of Work. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Services and Deliverables performed as specified in this Contract. 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 and Deliverables purchased under this Contract are for the State’s exclusive use. Notwithstanding the foregoing, all prices 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.

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 Services or Deliverables.

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.

Throughout the Term, all Pricing set forth in this Contract will be as set forth Schedule B - Pricing Schedule and will not be increased..

http://www.michigan.gov/SIGMAVSS

12. Stop Work Order. The State may suspend any or all activities under at a Statement of Work at any time. The State will provide Contractor a written stop work order detailing the suspension (a “Stop Work Order”). Contractor must comply with the Stop Work Order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either:

(a) issue a notice authorizing Contractor to resume work, or (b) terminate the Statement of Work.

The State will not pay for Services or Work Product, Contractor’s lost profits, or any additional compensation during a stop work period.

13. Termination for Cause. The State may terminate this Contract, in whole or in part (including individuals Statements of Work), if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any State location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations under this Contract or the Statement of Work; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) 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 14, Termination for Convenience.

The State will only pay for amounts due to Contractor for Services and Deliverables 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. 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 Services and Deliverables from other sources.

14. Termination for Convenience. The State may immediately terminate this Contract, in whole or in part, without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Services immediately and Contractor must submit all invoices for Services 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 Contractor for Services accepted by the State under this Contract; or (b) continue to perform the Services in accordance with Section 15, Transition Responsibilities. 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.

15. Transition Responsibilities.

(a) Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 180 calendar days; the “Transition Period”), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract to continue without interruption or adverse effect, and to facilitate the orderly transfer of the Services to the State or its designees. Such transition assistance may include but is not limited to:

(i) continuing to perform the Services at the established Contract rates;

(ii) taking all reasonable and necessary measures to transition performance of the work, including all applicable Services to the State or the State’s designee;

(iii) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, and comply with Section 21, including without limitation, the return or destruction of State Data at the conclusion of the Transition Period; and

(iv) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, the “Transition Responsibilities”). The Term of this Contract is automatically extended through the end of the Transition Period.

(b) Contractor will follow the transition plan attached as Schedule F as it pertains to both transition in and transition out activities.

16. Indemnification

16.1 General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to:

(a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract;

(b) any infringement, misappropriation, or other violation of any Intellectual Property Right or other right of any third party;

(c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and

(d) any acts or omissions of Contractor (or any…