Gartner+PA_ND+and+Master+Contract.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

IT RESEARCH & ADVISORY SERVICES

Led by the State of Minnesota

Master Agreement #: 186840

Contractor: GARTNER, INC.

Participating Entity: STATE OF NORTH DAKOTA

Participating Entity : # 917

Scope and Participation:

1. Scope: This Participating Addendum includes the entire scope of the products and services available through the Master Agreement.

Any scope exclusions specified herein apply only to this Participating Addendum and shall not amend or affect other participating addendums or the Master Agreement itself.

2. Participation: This Participating Addendum covers participation of Participating Entity in the above-referenced Master Agreement between the State of Minnesota and Contractor for Information Technology Research & Advisory Services. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit organizations within the state if authorized herein and by law. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

Participating Entity Modifications and Additions to the Master Agreement:

This Participating Addendum incorporates all terms and conditions of the Master Agreement as applied to the Participating Entity and Contractor, subject to the following limitations, modifications, and additions:

Any limitations, modifications, or additions specified herein apply only to the agreement and relationship between Participating Entity and Contractor and shall not amend or affect other participating addendums or the Master Agreement itself.

1. Cooperative Purchase: This Participating Addendum is a cooperative purchasing Contract established pursuant to North Dakota Century Code (N.D.C.C.) sections 54-44.4-13. This Contract is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C. ch. 39-04.2, and the International Peace Garden. Participation in this open-ended Contract is not mandated; therefore, the estimated volume of this Contract is not known.

2. Term: This Participating Addendum shall become effective as of the date of the last signature below and shall terminate upon the expiration or termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

IT RESEARCH & ADVISORY SERVICES

Led by the State of Minnesota

3. Primary Contacts: The following (or their named successors) are the primary contact individuals for this Participating Addendum:

CONTRACTOR PARTICIPATING ENTITY

Name: Scott Lyon Angie Scherbenske

Telephone: 571-303-3469 701-328-2779

Email: scott.lyon@gartner.com ankscherben@nd.gov

4. Confidentiality: Contractor shall not use or disclose any information it receives from Participating Entity under this Contract that Participating Entity has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Contract or as authorized in advance by Participating Entity.

Participating Entity shall not disclose any information it receives from Contractor that Contractor has previously identified as confidential and that Participating Entity determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. ch. 44-04. The duty of Participating Entity and Contractor to maintain confidentiality of information under this section continues beyond the Term of this Contract.

5. Compliance with public records laws: Under the North Dakota public records law and subject to the Confidentiality clause of this Contract, certain records may be open to the public upon request.

Public records may include: (a) records Participating Entity receives from Contractor under this Contract, (b) records obtained by either Party under this Contract, and (c) records generated by either Party under this Contract.

Contractor agrees to contact Participating Entity immediately upon receiving a request for information under the public records law and to comply with Participating Entity on how to respond to such request.

6. Termination:

a. Termination by Mutual Agreement. This Contract may be terminated by mutual consent of both parties executed in writing.

b. Early Termination in the Public Interest. Participating Entity is entering into this Contract for the purpose of carrying out the public policy of the State of North Dakota, as determined by its Governor, Legislative Assembly, Agencies and Courts. If this Contract ceases to further the public policy of the State of North Dakota, Participating Entity, in its sole discretion, by written notice to Contractor, may terminate this Contract in whole or in part.

c. Termination for Lack of Funding or Authority. Participating Entity by written notice to Contractor, may terminate the whole or any part of this Contract under any of the following conditions:

IT RESEARCH & ADVISORY SERVICES

Led by the State of Minnesota

1) If funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for purchase of the services or supplies in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

3) If any license, permit, or certificate required by law or rule, or by the terms of this Contract, is for any reason denied, revoked, suspended, or not renewed.

4) Termination of this Contract under this subsection is without prejudice to any obligations or liabilities of either party already accrued prior to termination.

d. Termination for Cause. Participating Entity may terminate this Contract effective upon delivery of written notice to Contractor, or any later date stated in the notice:

1) If Contractor fails to provide services required by this Contract within the time specified or any extension agreed to by Participating Entity; or

2) If Contractor fails to perform any of the other provisions of this Contract, or so fails to pursue the work as to endanger performance of this Contract in accordance with its terms.

The rights and remedies of Participating Entity provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

7. Subcontractors: All contractors, dealers, and resellers authorized to provide sales and service support in Participa -specific webpage, may provide sales and service support to users of this Participating Addendum. Participation will be in accordance with the terms and conditions set forth in the Master Agreement.

8. Indemnification: In addition to Section 33, Indemnification, of the Master Contract: Any attorney appointed to represent the Participating Entity must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08. Contractor also agrees to reimburse the State for all costs, expenses and attorneys' fees incurred if the State prevails in an action against Contractor in establishing and litigating the indemnification coverage provided herein.

9. Alternative dispute resolution jury trial: By entering into this Contract, Participating Entity does not agree to binding arbitration, mediation, or any other form of mandatory Alternative Dispute Resolution. The parties may enforce the rights and remedies in judicial proceedings.

Participating Entity does not waive any right to a jury trial.

10. Attorney fees: Reserved.

11. Governing Law and Venue: This Contract is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Contract must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Each

IT RESEARCH & ADVISORY SERVICES

Led by the State of Minnesota party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens.

12. State Audit: All records, regardless of physical form, and the accounting practices and procedures of Contractor relevant to this Contract are subject to examination by the North

Contractor shall maintain all of these records for at least three (3) years following completion of this Contract and be able to provide them upon reasonable notice. Participating Entity, State

Contractor prior to conducting examination.

13. Orders: Any order placed by Participating Entity or a Purchasing Entity for a product or service available through the Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions), of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to the order.

IN WITNESS, WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

PARTICIPATING ENTITY CONTRACTOR

Signature: Signature:

Name: Angie Scherbenske Name:

Title: Procurement Officer II Title:

Date: Date:

For questions regarding NASPO ValuePoint Participating Addendums, please contact the Cooperative Contract Coordinator team at ccc@naspovlauepoint.org.

Fully executed NASPO ValuePoint Participating Addendums must be submitted via email in PDF format to pa@naspovaluepoint.org.

Scott Lyon

Director Legal Affairs

May 16, 20225/17/2022

Rev. 12/19 Page 1 of 42

State of Minnesota NASPO ValuePoint Master Agreement

SWIFT Contract No.: 186840

This State of Minnesota NASPO ValuePoint Master Agreement ( ) is between the State of Minnesota, acting through its Commissioner of Administration Gartner, Inc. whose designated business address is 56 Gallant Road, Stamford, CT 06902

Recitals

1. Under Minn. Stat. § 15.061 and other applicable law the State is empowered to engage such assistance as deemed necessary.

2. The State, NASPO ValuePoint, and Participating Entities are in need of Information Technology Research and Advisory Services.

Contract

1. Term of Master Agreement

1.1. Effective Date: The Effective Date of this Master Agreement is January 19, 2021, or the date the State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later. The Contractor must not begin work under this Master Agreement, or any Participating Addendum, until this Master Agreement is fully

1.2. Expiration Date: The Expiration Date of this Master Agreement is January 18, 2024. The Master Agreement Term, including extensions, may not exceed five (5) years.

1.3. Duly Qualified: Contractor represents it is duly qualified and shall perform all services described in this Master Agreement and subsequent Participating Addendums to the satisfaction of the Purchasing Entity. The terms of a Purchase Order, The Specifications, or a Statement of Work issued against this Master Agreement may not modify, diminish, or otherwise derogate the terms and conditions set forth in this Master Agreement.

2. Scope of Work Contractor shall provide Information Technology Research and Advisory Services, as set forth in Exhibit B. Contractor shall extend all terms and conditions itemized in this Master Agreement to any entity entering into a Participating Addendum or otherwise purchasing under the terms of this Master Agreement.

3. Consideration and payment

3.1. Consideration. The Purchasing Entity will pay for all services provided in accordance with the applicable subscription fee(s) listed in Exhibit C. Nothing herein will be deemed to restrict the payment terms available to Participating Entities and Purchasing Entities that may be agreed to with Contractor.

3.2. Payment.

3.2.1. Payment will be made in no fewer than 30 days of the receipt of an undisputed invoice.

3.2.2. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

3.2.3. Payments will be remitted by mail. Payments may be made via a State or political subdivision

4. Authorized Representative

4.1. The Lead State's Authorized Representative is:

Name: Mark Haselman Address: Department of Administration

Office of State Procurement 50 Sherburne Avenue St. Paul, MN 55155

Phone #: 651.201.3049 Email: mark.haselman@state.mn.us

4.2. The Contractor's Authorized Representative is

Name: Scott Lyon Address: 4501 North Fairfax Drive 8th Floor Arlington, VA 22203 Phone #: 571.303.3469 Email: scott.lyon@gartner.com immediately notify the State.

5. Exhibits The following documents are attached and incorporated into this Master Agreement:

Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions Exhibit B: Specifications, Duties, and Scope of Work Exhibit C: Pricing

1. (CONTRACTOR) 2. Department of Administration (STATE AGENCY) The Contractor certifies that the appropriate person(s) have executed the contract on behalf of the Contractor as required by applicable articles or bylaws.

By: }} (with delegated authority)

By:

Title:

Title:

Date:

Date:

3. Commissioner of Administration As delegated to the Office of State Procurement

By:

Date:

Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions

1. Master Agreement Order of Precedence

a. Any Order placed under this Master Agreement will be subject to the following documents:

(1)

(2) State of Minnesota NASPO ValuePoint Master Agreement

(3) A Purchase Order, The Specifications, or Statement of Work issued against the Master

Agreement;

(4) The Solicitation;

(5)

b. The documents referenced in Section 1.a shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Only those Contractor terms and conditions that are expressly accepted by the Lead State and included in this Master Agreement or are attached to this Master Agreement as an Exhibit or Attachment will apply to this Master Agreement.

c. Survival of terms: Sections 20, 22, 23, 33, 35, and 36 of this Exhibit A will survive the expiration or cancellation of this Contract. Any other Contract term that states it shall survive, shall survive.

2. Definitions

As used in this Master Agreement, terms defined in the preamble shall have their assigned meanings, and the following terms shall have the meanings set forth below:

Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.

Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

Lead State means the State centrally administering any resulting Master Agreement(s).

Master Agreement means an underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor, as now or hereafter amended.

NASPO ValuePoint is the cooperative purchasing division of the National Association of State Procurement Officials (NASPO), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the cooperative purchasing consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.

Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products.

Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.

Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum.

Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity.

Product means the Contractor Subscription Services listed in Exhibit C. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.

Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, a nonprofit organization under the laws of some states if authorized by a Participating Addendum, or other eligible domestic of foreign public entity, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

NASPO ValuePoint Provisions

3. Term of the Master Agreement

a. The initial term of this Master Agreement is for three (3) years. This Master Agreement may be extended beyond the original contract period for two (2) discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

b. The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

4. Amendments

The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.

5. Participants and Scope

a. Contractor may not deliver Products or services under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by an applicable Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements.

Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.

b. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (inclu use state contracts are subject to the approval of the respective State Chief Procurement Official.

Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.

d. NASPO, and its NASPO ValuePoint division, is not a party to this Master Agreement. Upon request by NASPO ValuePoint, Contractor shall enter into a direct contractual relationship with

Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in this Master Agreement.

e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements, as defined in Sections 6 through 12 below: Term of the Master Agreement;

Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.

6. Administrative Fees

a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is included in the Pricing as set forth in Exhibit C.

b. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

7. NASPO ValuePoint Summary and Detailed Usage Reports

a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool).

b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the Lead State. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, flash drive or other method as determined by the Lead State and NASPO ValuePoint.

Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Attachment 1.

c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report.

d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter.

e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.

8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review

a. Contractor shall work cooperatively with NASPO ValuePoint personnel to create a mutually agreeable set of marketing plans upon final execution of this Master Agreement. Plans shall be agreed upon and finalized no later than 90 days after the date of the Master Agreement execution.

and sales/marketing workforce regarding the Master Agreement contract, to include the competitive nature of NASPO ValuePoint procurement, the participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement. .

b. Contractor shall, as Participating Addendums become executed, if requested by NASPO ValuePoint personnel provide plans to launch the program within the participating state. Plans will been updated to properly reflect the contract offer as available in the participating state. .

c. Contractor shall, absent anything to the contrary outlined in a Participating Addendum, consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the Purchasing Entity agreement.

d. Contractor shall participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, cancel the Master Agreement pursuant to section 28, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award (or execution if later) of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to section 28 or to terminate for default pursuant to section 30.

g. The Contractor hereby certifies that the pricing provided to NASPO herein is equivalent with the pricing provided to all similar situated Contractor Public Sector Clients acquiring the listed Products under similar terms and conditions. Contractor agrees that should it offer any promotions, discounts or other price incentives to any of its Public Sector Clients, those same promotions, discounts or other price incentives will be offered under this Master Agreement.

9. Intentionally left Blank

10. Right to Publish

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contr quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

11. Price and Rate Guarantee Period

All prices and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for pricing adjustments or refresh of product offerings must be for the entirety of the extended period, and must be made at least 60 days prior to the effective date. Requests for price or rate adjustment must include sufficient documentation supporting the request. Any amendment to the Master Agreement shall not be effective unless agreed to by both parties in writing. No retroactive adjustments to pricing will be allowed.

12. Individual Customers

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

Administration of Orders

13. Ordering

a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.

b. Purchasing Entities may define entity or project-specific requirements and informally compete the procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating its sole discretion determine which Master Agreement Contractors should be solicited for a quote.

The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.

c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.

d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.

f. All Orders pursuant to this Master Agreement, at a minimum, shall include:

(1) The services or Products being delivered;

(2) A billing address;

(3) The name, phone number, and address of the Purchasing Entity representative;

(4) The price and Product and

(5) The Master Agreement identifier.

g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Pur individual identified in writing in the Order.

h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

i. Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms.

Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

14. Shipping and Delivery

a. To the extent applicable, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor.

15. Laws and Regulations

Any and all Products and services offered and furnished shall comply fully with all applicable Federal and State laws and regulations.

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17. Payment

Payment shall be made within 30 days consistent with article 3.2.1.

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20. Intellectual Property

a. Intellectual Property Rights. Each Party retains all rights, title, and interest in any and all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks, if any, in the Works and Documents provided to the other Party, its employee(s),agents, or subcontractor(s) for any purpose in and under this Master Agreement or any Participating Addendum.

Works. Works shall mean inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, documents.

Documents. Documents shall include the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether tangibles or electronic forms.

b. The Purchasing Entity retains all rights, title and interest in any and all derivative works or compilations Contractor, its employees, agents, or subcontractors.

c. The Participating Entity retains the right to negotiate intellectual property rights, title, and interest in any and all Participating Entity Works and Documents, before the issuance of any Participating Addendum.

(1) Notwithstanding Section 33 Indemnification, upon notification of a claim against a Purchasing Entity alleging that any Deliverables, Services, Works or Documents provided by the Contractor infringe a copyright, patent, trade secret or any other intellectual property right of any third party, Contractor will, subj such approval will not unreasonably be withheld, defend such claim at its expense and will pay any costs or damages that may be finally awarded against the Purchasing Entity. Contractor will not indemnify the Purchasing Entity however, if claim of infringement is caused by the opinion are likely to be, held to be infringing, Contractor shall at its expense and option either: (a) procure the right for the Purchasing Entity to continue to use it, (b) replace it with a non-infringing equivalent, (c) modify it to make it non-infringing, or (d) direct the return of the Deliverable and refund the Purchasing Entity the fees paid for such Deliverable. Any remedies set forth herein are in addition and not exclusive of other remedies provided by law.

d. Ownership. Nothing herein shall change -existing materials and revisions that may be made to such pre-existing materials by or on behalf of Contractor from time to time. The pre-existing materials shall remain the sole and exclusive property of Contractor and Client is granted a perpetual, irrevocable, worldwide, royalty free, non-exclusive, non-transferable right to use the pre-existing materials for its internal purposes.

General Provisions

21. Insurance

a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section.

Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Part -, Class VII or better, in the option, result in termination of its Participating Addendum.

b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:

(1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate;

(2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.

d. Prior to commencement of performance, Contractor shall provide to the Lead State a written acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides that written notice of cancellation shall be delivered policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state first sentence of this subsection except the endorsement is provided to the applicable state.

e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead of any Participating Addendum.

f. obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

22. Records Administration and Audit

In the event NASPO, a Client or their respective authorized agents carry out an audit or investigation that relates to this contract, the Contractor undertakes to fully cooperate and facilitate the audit and/or investigation work and at the request of NASPO ValuePoint provide NASPO ValuePoint or its rmation and documents that may be required in connection with such audit and/or investigation. Should such audit and/or investigation determine that any funds paid by a Client have been paid in error per the terms of the Contract; the Contractor shall reimburse such funds forthwith. Where the Contractor fails to reimburse such funds, NASPO and or Clients reserves the right to seek recovery and/or to take any other action as it deems necessary. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this agreement, whichever is later. Nothing in this section will be deemed to limit the audit provisions available to a Purchasing Entity in a Participating Addendum.

23. Confidentiality, Non-Disclosure, and Injunctive Relief

a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is bligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.

b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential.

Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor 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 Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon ll turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.

c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

e. The rights granted Purchasing Entities and Contractor obligations under this section shall also ation, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to section 23. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

24. Public Information

This Master Agreement and all related documents are subject to disclosure pursuant to the

25. Assignment/Subcontracts

a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.

26. Changes in Contractor Representation managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in posal.

27. Independent Contractor

The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

28. Cancellation

Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products or services delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit.

Cancellation of the Master Agreement due to Contractor default may be immediate.

29. Force Majeure

Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, public health emergencies, or war which are determining such delay or default will reasonably prevent successful performance of the Master Agreement.

30. Defaults and Remedies

a. The occurrence of any of the following events shall be an event of default under this Master Agreement:

(1) Nonperformance of contractual requirements; or

(2) A material breach of any term or condition of this Master Agreement; or

(3) Any certification, representation or warranty by Contractor in response to the solicitation or…