addendum-2-rfp-2026-nhed-bsfin-01-q-a.pdf

RFP 2026-NHED-BSFIN-01

VENDOR Q & A: P-37 CONTRACT QUESTIONS

Current Language

Proposed Language

State Response

5.4 The State’s liability under this Agreement

shall be limited to monetary damages not to exceed the total fees paid. The Contractor agrees that it has an adequate remedy at law for any breach of this Agreement by the State and hereby waives any right to specific performance or other equitable remedies against the State.

5.4 Each Party’s liability under this

Agreement shall be limited to monetary damages not to exceed the total fees paid.

The Contractor agrees that it has an adequate remedy at law for any breach of this Agreement by the State and hereby waives any right to specific performance or other equitable remedies against the State.

Add the following:

5.4 In no event shall either party be liable

hereunder for any incidental, indirect, special, consequential, punitive or exemplary damages, lost profits, lost sales or anticipated orders, or damages for loss of data or goodwill, even if a party was informed or knew or should have known of the possibility of such damages or loss.

The State is open to negotiation in adding this language.

in adding this language.

Current Language

Proposed Language

State Response

8. EVENT OF DEFAULT/REMEDIES.

8.1.1 failure to perform the Services satisfactorily or on schedule;

8.2.1 give the Contractor a written notice specifying the Event of Default and requiring it to be remedied within, in the absence of a greater or lesser specification of time, thirty (30) calendar days from the date of the notice; and if the Event of Default is not timely cured, terminate this Agreement, eƯective two (2) calendar days after giving the Contractor notice of termination;

8.2.2 give the Contractor a written notice specifying the Event of Default and suspending all payments to be made under this Agreement and ordering that the portion of the contract price which would otherwise accrue to the Contractor during the period from the date of such notice until such time as the State

8.1.1 failure to perform the Services in a professional and workmanlike manner consistent with generally accepted industry standard and good commercial practices and in conformity in all material respects with the specification provided in the applicable statement of work;

8.2.1 give the Contractor a written notice specifying the Event of Default and requiring it to be remedied within, in the absence of a greater or lesser specification of time, thirty

(30) calendar days from the date of the notice; and if the Event of Default is not timely cured, terminate this Agreement, eƯective two (2) calendar days after giving the Contractor notice of termination; and/or

Delete in changing this language.

Section 8.2.2 cannot be deleted determines that the Contractor has cured the Event of Default shall never be paid to the Contractor;

8.2.3 give the Contractor a written notice specifying the Event of Default and set oƯ against any other obligations the State may owe to the Contractor any damages the State suƯers by reason of any Event of Default; and/or

8.2.4 give the Contractor a written notice specifying the Event of Default, treat the Agreement as breached, terminate the Agreement and pursue any of its remedies at law or in equity, or both.

Add the following:

8.2.2 give the Contractor a written notice specifying the Event of Default, treat the Agreement as breached, terminate the Agreement and pursue any of its remedies at law or in equity, or both.

Section 8.2.3 cannot be

Section 8.2.4 cannot be

This provision cannot be added

Current Language Proposed Language State Response

9. TERMINATION.

9.3 The Contractor may terminate this

Agreement upon written notice to the State if the State materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) calendar days after receipt of written notice from the Contractor describing the breach in reasonable detail. If the breach is not capable of cure within such thirty

(30) day period, the State shall not be deemed in default if it has commenced cure eƯorts within such period and is diligently pursuing a cure. Upon termination pursuant to this Section, the Contractor shall be entitled to payment for all Services properly performed and approved expenses incurred through the eƯective date of termination.

in adding this section.

10. PROPERTY OWNERSHIP/DISCLOSURE.

10.4 Notwithstanding anything to the

contrary herein, Contractor retains ownership of its know-how, ideas, techniques, systems, models, templates, tools, generalized features of the structure, sequence and organization of software, user interfaces, screen designs and the like, and any other pre-existing Intellectual Property, and any enhancements made to the foregoing while performing Services (collectively, “Background IP”). In consideration of the State’s payment of fees pursuant to this Agreement, Contractor hereby grants the State a worldwide, perpetual, fully paid, royalty-free, and non-exclusive right and license to use any Background IP incorporated in and required for the State’s use of the Deliverables.

in adding this section.

12.ASSIGNMENT/DELEGATION/SUBCONTRACT

12.4 The State is entitled to copies of all

subcontracts and assignment agreements and shall not be bound by any provisions contained in a subcontract or an assignment agreement to which it is not a party.

Revise:

12.4 Contractor shall ensure that all

subcontractors are bound by written agreements containing appropriate flow-down obligations. Upon the State’s reasonable request, Contract shall provide certification of such compliance or, if necessary, a redacted copy of the applicable subcontracts and assignment agreements. Contractor may redact pricing, trade secrets, proprietary information, and other confidential commercial terms.

in revising this section.