260000001171.pdf

STATE OF MICHIGAN PROCUREMENT

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

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 260000001171

between

THE STATE OF MICHIGAN

and

C O

N

TR

AC

TO

R

World Wide Technology

1 World Wide Way

St Louis Missouri 63146

Ryan Rose

314.322.6215

Ryan.Rose@wwt.com

VS0129984

ST

AT

E

Pr og ra m

M an ag er

Multiple DTMB

C on tr ac t Ad m in is tr at or Lauren Stempek DTMB

(517) 243-4008 stempekl@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Zero Trust Security Service Edge (SSE)

INITIAL EFFECTIVE DATE

9/10/2026

INITIAL EXPIRATION DATE

9/10/2029

INITIAL AVAILABLE

OPTIONS

7 - 1 Year

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

9/10/2029

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-card Payment Request (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded as a result of the State's inquiry bearing the solicitation number RFS 240000001279. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $9,804,171.41

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Jamie Bennett 517-242-0885 BennettJ1@michigan.gov

DTMB Jason Frost 517-719-7077 FrostJ@michigan.gov

CONTRACT NO. 260000001171

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

RESELLER TERMS AND CONDITIONS

Worl Wide Technology (“Reseller”), a Missouri LLC and the State of Michigan (the “State”) agree to these Reseller Terms and Conditions together with all applicable Schedules, Exhibits, and any attachments or addenda, as set forth herein. These Reseller Terms and Conditions, are effective on September 10, 2026 (“Effective Date”), and unless terminated, will expire on September 10, 2031 (the “Term”).

These Reseller Terms and Conditions may be renewed for up to 5 additional 1 - year period(s).

Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract.

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

These Reseller Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Attachments, Exhibits, and any other applicable attachments or addenda are referred to herein collectively as this “Contract”)

1. Scope. World Wide Technology, LLC (“Reseller”) will act as a reseller to the State of the Provider Deliverables and Provider Services described in Attachment 1 to this Contract. Reseller is acting as a purchasing or billing agent pursuant to this Contract. The State acknowledges that Reseller is not the provider of the Provider Services or Provider Deliverables described in Attachment 1. Reseller may also provide Implementation Services. Reseller warrants that the Implementation Services it provides will be provided in a workmanlike and professional manner.

Implementation Services will follow the Implementation Plan created by the State which may have Milestones and Milestone Dates. Time is of the essence as it relates to the Milestone Dates.

2. Reseller Personnel and Subcontracting. Reseller is responsible for all Reseller Personnel.

The State is not responsible 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.

2.1 Prior to any Reseller Personnel performing any Implementation Services, Reseller will:

a. ensure that such Reseller Personnel have the legal right to work in the United States; and

b. upon request, or as otherwise specified in a Statement of Work, perform background checks on all Reseller Personnel prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Reseller is responsible for all costs associated with the requested background checks. The State may also perform background checks.

2.2 Reseller and Reseller Personnel will comply with all State rules, regulations, and policies provided to Reseller in writing. This includes, but is not limited to, building security procedures, restricted access to certain areas or systems, and applicable health and safety practices and procedures.

2.3 The State can require the removal of any Reseller Personnel deemed unacceptable by providing written notice that specifies the individual and explains the reasons for requiring the removal. Reseller must provide replacement personnel for the removed person who fully meets the qualifications for the position. If the State exercises this right, and Reseller 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 Use of Offshore Resources that have Access to State Data is prohibited.

2.5 Subcontractors.

a. Reseller will ensure its subcontractors comply with all applicable terms of this Contract.

Without limiting the foregoing, Reseller will be responsible and liable for the acts, omissions, and any failure to comply with the terms of this Contract of each such subcontractor to the same extent as if such acts, omissions, or failures were by Reseller or its employees.

b. The State is not responsible for any fees, expenses, and applicable taxes payable to, by or on behalf of any subcontractor in connection with this Contract.

2.6 Permitted Subcontractors.

a. All Reseller responsibilities related to subcontractors, as set forth above, apply to Permitted Subcontractors. Reseller must obtain prior written approval from the State, which may be given or withheld in the State’s sole discretion, before engaging any Permitted Subcontractor to provide Implementation Services to the State under this Contract. Reseller must notify the State of the location of the Permitted Subcontractor.

b. Engagement of any subcontractor or Permitted Subcontractor by Reseller does not relieve Reseller of its representations, warranties or obligations under this Contract.

3. Ordering, Invoices and Payment.

3.1 Authorizing Document. The authorizing document for the Contract will be a delivery order. No work should start until the delivery order is received by the Reseller.

3.2 Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Reseller may only charge for the Solution provided as specified in Statement(s) of Work. Invoices must include an itemized statement of all charges.

3.3 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 Reseller of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Reseller or Provider’s continuing obligations, including claims for deficiencies or substandard Provider Deliverables.

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

3.5 Right of Setoff. 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 Reseller against any amount payable by the State to Reseller under this Contract.

3.6 Taxes. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if the Solution purchased under this Contract is for the State’s exclusive use. Notwithstanding the foregoing, all Fees are exclusive of taxes, and Reseller 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.

3.7 Fees. The State will pay Reseller the corresponding Fees set forth in a Statement of Work or Pricing Schedule for all Authorized Users’ access and use of the Provider Services.

Such Fees will be Reseller’s sole and exclusive compensation for use of the Software. Any Fees for excess use will be charged to the State as set forth in Section 3.8 as additional “licenses.”

3.8 Pricing/Fee Changes. Throughout the Term, all Pricing set forth in this Contract will be as set forth in Schedule B – Pricing Schedule and will not be increased, unless the State requires additional licenses, in which case the amount of fee per license the additional licenses will also remain fixed at the rates set forth in Schedule B – Pricing Schedule.

3.9. Orders. Delivery orders are not binding upon Reseller until accepted by Reseller.

4. Reseller Representations and Warranties.

4.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT RESELLER EXPRESSLY

DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WITH

RESPECT TO ANY SERVICES BEING PROVIDED TO STATE BY RESELLER PURSUANT TO THE TERMS

OF THIS CONTRACT, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY, INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF ALL SUCH

SERVICES .

4.2 Bid Response. Reseller represents and warrants to the State that:

http://www.michigan.gov/SIGMAVSS

(a) The prices proposed by Reseller were arrived at independently, without consultation, communication, or agreement with any other Bidder for the purpose of restricting competition; the prices quoted were not knowingly disclosed by Reseller to any other Bidder to the Solicitation; and no attempt was made by Reseller to induce any other Person to submit or not submit a proposal for the purpose of restricting competition;

(b) All written information furnished to the State by or for Reseller in connection with this Contract, including Reseller’s Bid Response, is true, accurate, and complete, and contains no untrue statement of material fact or omits any material fact necessary to make the information not misleading;

(c) Reseller is not in material default or breach of any other contract or agreement that it may have with the State or any of its departments, commissions, boards, or agencies.

Reseller further represents and warrants that it has not been a party to any contract with the State or any of its departments that was terminated by the State within the previous 5 years for the reason that Reseller failed to perform or otherwise breached an obligation of the contract; and

(d) If any of the certifications, representations, or disclosures made in Reseller’s Bid Response materially change after contract award, the Reseller is required to report those changes promptly to the Contract Administrator.

4.3 Authority. Reseller further represents and warrants to the State that:

(a) It is duly organized, validly existing, and in good standing as a corporation or other entity as represented under this Contract under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;

(b) It has the full right, power, and authority to enter into this Contract, and to perform its contractual obligations;

(c) The execution of this Contract by its Representative has been duly authorized by all necessary organizational action; and

(d) When executed and delivered by Reseller, this Contract will constitute the legal, valid, and binding obligation of Reseller, enforceable against Reseller in accordance with its terms.

(e) Reseller is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606.

5. Disclaimer of Damages/Limitation of Liability.

5.1 Disclaimer of Damages. NEITHER STATE NOR RESELLER WILL BE LIABLE TO THE

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

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

RELATED TO OR ARISING UNDER THIS CONTRACT FOR CONSEQUENTIAL, INCIDENTAL,

INDIRECT, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND

LOST BUSINESS OPPORTUNITIES

5.2 The State’s Limitation of Liability. IN NO EVENT WILL THE STATE’S AGGREGATE

LIABILITY TO PROVIDER UNDER THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION,

WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR

OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED

THE MAXIMUM AMOUNT OF FEES PAYABLE UNDER THIS CONTRACT.

5.3 IN NO EVENT SHALL RESELLER’S AGGREGATE LIABILITY FOR ANY KIND OF

DAMAGES TO CUSTOMER UNDER THIS ATTACHMENT OR IN ANY ORDER FORM ISSUED

HEREUNDER EXCEED THE AMOUNT OF AN ERROR IN BILLING OR THE TOTAL FEES FOR

ANY IMPLEMENTATION SERVICES AS APPLICABLE.

The limitations of liability set forth in this Section 5.3 do not apply to any of Reseller’s Contractual obligations related to STATE DATA, INFRINGEMENT, and/or INDEMNIFICATION; nor will any such Limitation of Liability apply to any acts of Gross Negligence, AND/OR willful misconduct of Reseller (to include any employee, subcontractor or agent thereof).

6. Reselling of Provider Services and Provider Deliverables. The Provider Services and are subject to and governed exclusively by the terms and condition provided in Attachment 1 hereto – Provider Terms and Conditions. Reseller acknowledges that the Provider Terms and Conditions and any other rights and responsibilities of the Provider and the State will pass to any order placed by the State hereunder. The State acknowledges and agrees that Reseller is not a party to the Provider Terms and Conditions or any other agreements between the State and the Provider. The State agrees to look solely to the Provider for satisfaction of any and all license support claims or obligations directly arising out of the Provider Services or Provider Deliverables to be provided under the terms of the Provider Terms and Conditions, but may request assistance from RESELLER with its claim, which assistance Reseller shall use commercially reasonable efforts to provide. If Provider is required to refund any amounts to the State under the terms of this Contract, to include without limitation from any Service Level Agreement , or any order created in accordance herewith, from amounts previously paid to Reseller by State, Reseller will credit the State on its next invoice, the amount of the refund regardless of whether Reseller has remitted the corresponding amounts to Provider. If, however, there is no future invoice in which to apply a credit then within 15 Business

Days of receiving written notice from the State, promptly refund to the State the full amount of that refund, regardless of whether Reseller has remitted the corresponding amounts to Provider.

7. Records Maintenance, Inspection, Examination, and Audit. Pursuant to MCL 18.1470, the State or its designee may audit Reseller to verify compliance with this Contract. Federal regulations may require longer audit periods and may allow for broader audit scopes. Any applicable federal regulations will be noted in the Federal Provision Addendum appended to this Contract.

8. State Data. All State Data provided to Reseller by or on behalf of the State is the exclusive property of the State and may only be used as specifically required by the Contract; Upon request, Reseller must provide to the State, or its third-party designee, all State Data within 10 calendar days of the request and in the format requested by the State. Reseller will assume all costs incurred in compiling and supplying State Data. State Data may only be used to the extent necessary to provide the Service under this Contract and for no other purposes.

9. Conflicts and Ethics. Reseller will uphold high ethical standards and is prohibited from: (a) holding or acquiring an interest that would conflict with this Contract; (b) doing anything that creates an appearance of impropriety with respect to the award or performance of the Contract; (c) attempting to influence or appearing to influence any State employee by the direct or indirect offer of anything of value including an offer of employment; or (d) paying or agreeing to pay any person, other than employees and consultants working for Reseller, any consideration contingent upon the award of the Contract. Reseller must immediately notify the State of any violation or potential violation of these standards. This Section applies to Provider, any parent, affiliate, or subsidiary organization of Reseller, and any Permitted Subcontractor that provides the Solution in connection with this Contract.

10. Compliance with Laws. Reseller, its subcontractors, including Permitted Subcontractors, and their respective Representatives must comply with all laws in connection with this Contract.

11. Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., Reseller and its subcontractors agree not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, height, weight, marital status, partisan considerations, any mental or physical disability, or genetic information that is unrelated to the person’s ability to perform the duties of a particular job or position. Breach of this covenant is a material breach of the Contract.

12. Unfair Labor Practice. Under MCL 423.324, the State may void this Contract if the name of the Reseller, or the name of a subcontractor, manufacturer, or supplier of the Reseller, subsequently appears on the Unfair Labor Practice register compiled under MCL 423.322.

13. Governing Law. This Contract is governed, construed, and enforced in accordance with Michigan law, excluding choice-of-law principles, and all claims relating to or arising out of this Contract are governed by Michigan law, excluding choice-of-law principles. Any dispute arising from this Contract must be resolved in a Michigan court of competent jurisdiction. Reseller waives any objections, such as lack of personal jurisdiction or forum non conveniens. Reseller must appoint an agent in Michigan to receive service of process.

14. Non-Exclusivity. Nothing contained in this Contract is intended nor is to be construed as creating any requirements contract with Reseller, nor does it provide Reseller with a right of first refusal for any future work. This Contract does not restrict the State or its agencies from acquiring similar, equal, or like Services from other sources.

15. Dispute Resolution. The parties will endeavor to resolve any Contract dispute in accordance with this provision. The dispute will be referred to the parties' respective Contract Administrators or Program Managers. Such referral must include a description of the issues and all supporting documentation. The parties must submit the dispute to a senior executive if unable to resolve the dispute within 15 business days. The parties will continue performing while a dispute is being resolved, unless the dispute precludes performance. A dispute involving payment does not preclude performance. Litigation to resolve the dispute will not be instituted until after the dispute has been elevated to the parties’ senior executive and either concludes that resolution is unlikely or fails to respond within 15 business days. The parties are not prohibited from instituting formal proceedings: (a) to avoid the expiration of statute of limitations period; (b) to preserve a superior position with respect to creditors; or (c) where a party decides that a temporary restraining order or other injunctive relief is the only adequate remedy. This Section does not limit the State’s right to terminate the Contract.

16. Termination, Expiration, Transition. The State may terminate this Contract, the Support Services, or any Statement of Work, in accordance with the following:

16.1 Termination for Cause. In addition to any right of termination set forth elsewhere in this Contract:

(a) The State may terminate this Contract for cause, in whole or in part, if Reseller, as determined by the State:

i) endangers the value, integrity, or security of State Systems, State Data, or the State’s facilities or personnel, in which case, State will be under no obligation to provide an opportunity for Reseller to cure;

(ii) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; or

(iii) breaches any of its material duties or obligations, that are not cured within 30 days of the State providing notice to Reseller, under this Contract. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

(b) If the State terminates this Contract under this Subsection 16.1, the State will issue a termination notice specifying whether Reseller must:

(i) cease performance immediately. Reseller 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 Reseller for any amounts due to Reseller for Services accepted by the State under this Contract, or

(ii) continue to perform for a specified period. If it is later determined that Reseller was not in breach of this 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 Subsection 16.2.

(c) The State will only pay for amounts due to Reseller for Services 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 Reseller for the State’s reasonable costs in terminating this Contract.

Reseller must promptly reimburse to the State any Fees prepaid by the State prorated to the date of such termination, including any prepaid Fees. Reseller 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 from other sources.

16.2 Termination for Convenience. The State may, upon 30 calendar days’ written notice to both the Reseller and Provider, terminate this Contract in whole or in part, without penalty and for any reason or no reason, including but not limited to, appropriation or budget shortfalls.

The termination notice will specify whether Reseller must:

(a) cease performance immediately. Reseller must submit all invoices for Services accepted by the State within 30 calendar days of the date of termination. The State will not receive a refund of any prepaid Fees. or

(b) continue to perform in accordance with Subsection 16.3. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities to the extent the funds are available.

The State will not receive a refund for any pre-paid Fees.

16.3 Transition Responsibilities.

(a) Upon termination or expiration of this Contract for any reason, Reseller must, for a period of time specified by the State (not to exceed 90 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 17 of these Reseller Terms and Conditions, 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 Reseller 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) Reseller will follow the transition plan attached as Schedule G as it pertains to both transition in and transition out activities

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

17.1 Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights;

(d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure). For purposes of this Contract, in all cases and for all matters, State Data is deemed to be Confidential Information.

17.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, advisers, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to the Reseller’s subcontractor is permissible where:

(a) the subcontractor is a Permitted Subcontractor;

(b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the Permitted Subcontractor's responsibilities; and

(c) Reseller obligates the Permitted Subcontractor in a written contract to maintain the State’s Confidential Information in confidence.

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

17.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages.

Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of the State, at the sole election of the State, the immediate termination, without liability to the State, of this Contract or any Statement of Work corresponding to the breach or threatened breach.

17.5 Surrender of Confidential Information. Upon termination or expiration of this Contract or a Statement of Work, in whole or in part, each party must, within 5 Business Days from the date of termination or expiration, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control. Upon confirmation from the State, of receipt of all data, Reseller must permanently sanitize or destroy the State’s Confidential Information, including State Data, from all media including backups using National Security Agency (“NSA”) and/or National Institute of Standards and Technology (“NIST”) (NIST Guide for Media Sanitization 800-88) data sanitization methods or as otherwise instructed by the State. If the State determines that the return of any Confidential Information is not feasible or necessary, Reseller must destroy the Confidential Information as specified above. The Reseller must certify the destruction of Confidential Information (including State Data) in writing within 5 Business Days from the date of confirmation from the State

18. Media Releases. News releases (including promotional literature and commercial advertisements) pertaining to this Contract or project to which it relates must not be made without the prior written approval of the State, and then only in accordance with the explicit written instructions of the State.

19. Severability. If any part of this Contract is held invalid or unenforceable, by any court of competent jurisdiction, that part will be deemed deleted from this Contract and the severed part will be replaced by agreed upon language that achieves the same or similar objectives. The remaining Contract will continue in full force and effect.

20. Waiver. Failure to enforce any provision of this Contract will not constitute a waiver.

21. Survival. Any right, obligation, or condition that, by its express terms or nature and context is intended to survive, will survive the termination or expiration of this Contract; such rights, obligations, or conditions include, but are not limited to, those related to transition responsibilities;

indemnification; disclaimer of damages and limitations of liability; State Data; non-disclosure of Confidential Information; representations and warranties; insurance and bankruptcy.

22. Administrative Fee and Reporting Reseller must pay an administrative fee of 1% on all payments made to Reseller under the Contract for transactions with MiDEAL members and other states (including governmental subdivisions and authorized entities). For clarity, Reseller will not be obligated to pay an additional 1% administrative fee for payments made to Reseller under this Contract for transactions with the State itself. Administrative fee payments must be made online by check or credit card at: https://www.thepayplace.com/mi/dtmb/adminfee.

Reseller must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

23. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal.

Reseller must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis. The State is not responsible or liable for the actions or omissions of any entities in the extended purchasing program, including but not limited to their payment obligations or any other obligations. Extended purchasing program members are not considered third party beneficiaries of this Contract and will need to enter a separate contract with Reseller.

24. Further Assurances. Each party will, upon the reasonable request of the other party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Contract.

25. Relationship of the Parties. The relationship between the parties is that of independent contractors. Reseller, 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. Reseller, and not the State, is responsible for the payment of wages, benefits and taxes of Reseller’s employees and any subcontractors. Prior performance does not modify Reseller’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

26. Headings. The headings in this Contract are for reference only and do not affect the interpretation of this Contract.

https://www.thepayplace.com/mi/dtmb/adminfee mailto:MiDeal@michigan.gov https://www.michigan.gov/mideal

27. No Third-party Beneficiaries. This Contract is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Contract.

28. Contract Modification. This Contract may not be amended or modified in any way, except by a properly signed Change Notice. Notwithstanding the foregoing, no subsequent Statement of Work or Change Notice executed after the Effective Date will be construed to amend this Contract unless it specifically states its intent to do so and cites the section or sections amended.

29. Schedules. All Schedules, Attachments, and Exhibits that are referenced herein and attached are hereby incorporated by reference into this Contract. The following Schedules and Attachment are attached hereto and incorporated herein:

Schedule A Statement of Work Schedule B Pricing Schedule Schedule C Schedule D Attachment 1

Insurance Schedule Acceptance Criteria & Procedure Provider Terms and Conditions with Exhibits

30. Entire Agreement and Order of Precedence. These Reseller Contract Terms and Conditions, including all Attachments, Statements of Work and other Schedules and Exhibits (again collectively the “Contract”) constitutes the sole and entire agreement of the State and Reseller with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the Reseller Terms and Conditions, the Schedules, Exhibits, and a Statement of Work, the following order of precedence governs: (a) first, these Reseller Terms and Conditions together with Attachment 1 Provider Terms and Conditions and (b) second, Exhibit 2 to Attachment 1 – Data Security Requirements and (c) third, each Statement of Work; and (d) fourth, the remaining Exhibits and Schedules to this Contract. NO TERMS ON RESELLER’s INVOICES, WEBSITE, BROWSE-WRAP, SHRINK-WRAP, CLICK-WRAP, CLICK-THROUGH OR OTHER NON-NEGOTIATED TERMS AND

CONDITIONS PROVIDED WITH ANY OF THE SERVICES, OR DOCUMENTATION HEREUNDER, EVEN

IF ATTACHED TO STATE’S DELIVERY OR PURCHASE ORDER, WILL CONSTITUTE A PART OR

AMENDMENT OF THIS CONTRACT OR IS BINDING ON THE STATE OR ANY AUTHORIZED USER FOR

ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE NO FORCE AND EFFECT AND

ARE DEEMED REJECTED BY THE STATE AND THE AUTHORIZED USER, EVEN IF ACCESS TO OR USE

OF SUCH SERVICE OR DOCUMENTATION REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH TERMS

AND CONDITIONS.

31. Definitions. For the purposes of this Contract, the following terms will have the meanings set forth below.

“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 or view 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).

“Change Notice” means a written document, signed by the parties, memorializing an agreed change to this Contract.

“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 the Statement of Work or subsequent Change Notices.

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

“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.

“Implementation Services” means the services provided to implement and configure the software for the State’s intended use.

“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.

“Permitted Subcontractor” means any State approved third party used by Reseller to perform Services under this Contract that will have Access to or have the ability to control Access to State Data.

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

“Provider” has the meaning set forth in the Provider Terms and Conditions preamble

“Provider Services” means the services provided by the Provider under this Contract as defined in Attachment 1.

“Reseller” has the meaning set forth in the Reseller Terms and Conditions preamble

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

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

“Reseller Project Manager” means the individual appointed by Provider 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.

“Services” means the resale and distribution of the Provider Services and any Implementation

Services provided by the Reseller or its subcontractors.

“State Data” means user Data, and all data (including, but not limited to, text, sound, software, video, or image files) made available to Reseller or Accessed by Provider in the provision of the Implementation Services or the services provided by Reseller in in reseller capacity.

“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.

World Wide Technology, LLC

SCHEDULE C - INSURANCE REQUIREMENTS

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

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

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

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

a. Maintain coverage and provide evidence of coverage for at least 1 year after the later of the expiration or termination of the Contract or the completion of all its duties under the Contract;

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

5. Proof of Insurance.

a. Insurance certificates showing evidence of coverage as required herein must be submitted to DTMB-RiskManagement@michigan.gov within 10 days of the contract execution date.

b. Renewal insurance certificates must be provided upon request on annual basis with the effective dates of coverage for any insurance required herein.

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

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

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

mailto:DTMB-RiskManagement@michigan.gov

f. In the event any required coverage is cancelled or not renewed, Reseller must provide written notice to DTMB Enterprise Risk Management no later than 5 business days following such cancellation or nonrenewal.

6. Subcontractors. Reseller is responsible for determining and ensuring its subcontractors carry and maintain insurance coverage commensurate with the services being provided by such Subcontractor.

7. Limits of Coverage & Specific Endorsements.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed Operations $2,000,000 General Aggregate

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

Automobile Liability Insurance

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

Workers' Compensation Insurance Minimum Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimum Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease

Professional Liability (E&O) including Privacy and Network Security Liability (Cyber Liability) Insurance

Minimum Limits:

$3,000,000 Each Occurrence $3,000,000 Annual Aggregate

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

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

GENERAL

Attachment 1

SAAS AGREEMENT

Provider Terms and Conditions

These Provider Terms and Conditions, together with all Exhibits, and any other applicable attachments or addenda (Collectively this “SaaS Agreement”) are agreed to between the State of Michigan (the “State”) and Zscaler U.S. Government Solutions LLC. (“Provider”), a Delaware limited liability company. These Provider Terms and Conditions as well as the SaaS Agreement into which they are incorporated are effective on the date of the State’s signature (the “Effective Date”) and unless otherwise terminated in accordance with the terms of the Provider Terms and Conditions will expire on September 10th, 2036.

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

“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.

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

“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 an Order.

“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.

“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 Provider to respond to accidents, disasters, emergencies, or threats without any stoppage or hindrance in its key operations and to the actions the Provider takes to meet the Recovery Point and Recovery Time Objectives.

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

“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 SaaS Agreement, 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.

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

“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…