Attachment #5 - Sample Contract.docx

1.

Agreement – General Information and Term

Term: This Agreement will remain coterminous with the Underlying Agreement unless terminated sooner in accordance with the terms set forth herein.

Use by Other Entities: This Agreement may be used by any entity authorized to purchase under this Agreement.

{'Sales Contact Phone #'}

{'Vendor Contract Manager Phone'}

{'Primary Address'} {'Primary City'},{'Primary State'} {'Primary Zip Code'} Billing Address:

{'Billing Address'} Notice Address:

{'Formal Notice Address'}

SAM Unique Entity Identifier:

{'SAM UEI}

Iowa Secretary of State Business Number:

{'Iowa SOS Business Number'} Incorporated under the laws of:

{'State of Incorporation'} Security Framework

- Attachment B:

{'Security Framework'}

Department of Management Attn: Business Services 200 E. Grand Avenue, Ste.100 Des Moines, IA 50309 E: ITContracts@dom.iowa.gov Main and Formal Notice Address:

Department of Management Attn: Office of General Counsel 1007 E Grand Ave G13 Des Moines, IA 50319 email: domlegalnotices@iowa.gov

{'Agreement Summary'}

This Agreement and all attachments and external documents identified below are incorporated by this reference and together comprise the terms and conditions governing the relationship between the Parties, to be interpreted in the following order of precedence:

2.

3.

4.

5.

5.1. Ancillary agreements unique to a Purchasing Entity making purchases hereunder that specifically address state, local, or federal regulatory or compliance concerns and which may be incorporated via a Purchasing Instrument;

5.2. The following documents are incorporated by reference solely to establish their potential applicability and order of precedence. These documents shall apply to the extent expressly designated as applicable in a Purchasing Instrument executed hereunder. Inclusion of a reference in this section shall not, in itself, impose an obligation on Vendor unless and until such obligation is expressly incorporated into a Purchasing Instrument.

5.2.1. The IT Business Associate Agreement (“BAA”), which may be updated from time to time to conform with applicable federal laws, a current version of which is available at: https://dom.iowa.gov/media/222;

5.2.2. The IRS Publication 1075 Exhibit 7, which may be updated from time to time to conform with applicable laws, a current version of which is available at: https://www.irs.gov/pub/irs-utl/p1075.pdf ;

5.2.3. The Federal Certifications, which may be updated from time to time to confirm with applicable federal law, a current version of which is available at https://dom.iowa.gov/media/377;

5.2.4. Iowa Code chapter 8F.

5.3. The terms of any Purchasing Instruments executed hereunder;

5.4. General Terms and Conditions (Attachments A and B);

5.5. The Underlying Agreement;

5.6. The Solicitation;

5.7. The Proposal.

State of Iowa IT Master Agreement Contract Declaration and Execution (CD&E)

IN WITNESS WHEREOF, in consideration of the mutual covenants set forth above and for other good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged, the Parties have caused their respective duly authorized representatives to execute this Agreement, which is effective as of the Effective Date.

Authorized signature:

Authorized signature:

Date:

Date:

Printed Name:

Printed Name:

Kraig Paulsen

Title:

Title:

Director, Department of Management

Address:

Address:

1007 E. Grand Ave. G13 Des Moines, Iowa 50309

Email:

Email:

ITContracts@dom.iowa.gov

Attachment A General Terms and Conditions The parties may be referred to herein individually as a “Party” or collectively as the “Parties.” The Parties agree to the following:

1. Overview.

1.1. Reserved.

1.2. Relationship between this Agreement and Individual Purchasing Instruments. Each Purchasing Instrument executed hereunder shall be deemed, upon its execution, to incorporate the terms and conditions of this Agreement and shall constitute a separate, distinct, and independent Agreement between Vendor and the applicable Purchasing Entity. To the extent a Purchasing Entity other than DOM makes a purchase hereunder pursuant to a Purchasing Instrument executed by it, such Purchasing Entity shall be solely responsible for any payments due, duties, and obligations otherwise owed Vendor under the separate Purchasing Instrument. In addition, notwithstanding any other provision of this Agreement to the contrary, DOM bears no obligation or liability for any other Purchasing Entity’s losses, liabilities, or obligations, including Vendor’s failure to perform, arising out of or relating in any way to this Agreement. Likewise, the State of Iowa generally bears no obligation or liability for any political subdivision or other non-State Entity’s losses, liabilities, or obligations, including the Vendor’s failure to perform, arising out of or relating in any way to this Agreement.

1.3. Incorporation of the Underlying Agreement.

1.3.1. Governmental entities making purchases hereunder shall be afforded all of the rights, privileges, warranties, and indemnifications afforded the Underlying Agreement, and such rights, privileges, warranties, and indemnifications shall accrue and apply with equal effect to governmental entities making purchases hereunder. Except as otherwise provided herein or in a Purchasing Instrument, Vendor shall perform all duties, responsibilities and obligations required under the Underlying Agreement in the time and manner specified thereunder. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the Underlying Agreement, such conflict or inconsistency shall be resolved as stated on the CD&E.

1.3.2. Any references in the Underlying Agreement to the governmental entity or its governmental units, or to rights and privileges granted to such governmental units, shall be interpreted to mean the State of Iowa and its equivalent governmental entities for the purposes of this Agreement. Similarly, any references to the governmental entity statutes, regulations, case law, or other legal authorities shall be construed as references to the corresponding Iowa legal authorities addressing substantially similar subject matter.

2. Definitions. In addition to any other terms that may be defined elsewhere in this Agreement, the following terms shall have the following meanings:

2.1. “Acceptance” means the Purchasing Entity has determined a portion of the Deliverables satisfies its Acceptance Tests. “Final Acceptance” means the Purchasing Entity has determined all Deliverables satisfy the Purchasing Entity’s Acceptance Tests. “Non-acceptance” means the Purchasing Entity has determined that a portion of or all of the Deliverables have not satisfied the Purchasing Entity’s Acceptance Tests.

2.2. “Acceptance Criteria” means the Specifications, goals, performance measures or standards, testing results, requirements, technical standards, representations, or other criteria designated by the Purchasing Entity and against which Acceptance Tests are conducted, including any of the foregoing stated or expressed in this Agreement, a Purchasing Instrument, the Solicitation, the Proposal, any Documentation, and any applicable state, federal, foreign, and local laws, rules, and regulations.

2.3. “Acceptance Tests” or “Acceptance Testing” means the tests, reviews, and other activities that are performed by or on behalf of the Purchasing Entity to determine whether any or all Deliverables meet Acceptance Criteria or otherwise satisfy the Purchasing Entity, as determined by the Purchasing Entity in its sole discretion.

2.4. “AI” or “Artificial Intelligence” means a machine-based system that infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

2.5. “Authorized Contractors” means independent contractors, consultants, or other third parties that are retained, hired, or utilized by the Purchasing Entity in any way to assist the Purchasing Entity with any Deliverables provided hereunder.

2.6. “Confidential Information” means, subject to any applicable federal, state, or local laws and regulations, including Iowa Code Chapter 22, any confidential or proprietary information or trade secrets disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) that, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgment, to be confidential. Confidential Information does not include any information that: (i) was previously and rightfully in the possession of the Receiving Party from a source other than the Disclosing Party; (ii) was known to the Receiving Party prior to the disclosure of the information by the Disclosing Party; (iii) was disclosed to the Receiving Party without restriction by an independent third party having a legal right to disclose the information; (iv) is in the public domain; (v) is independently developed by the Receiving Party without any reliance on Confidential Information disclosed by the Disclosing Party; (vi) is disclosed or is required or authorized to be disclosed in compliance with applicable law; or (vii) is disclosed by the Receiving Party with the written consent of the Disclosing Party.

2.7. “Customer Data” means all information, data (including de-identified and aggregated data), materials, or documents (including Confidential Information and Personal Data) originating with, disclosed by, provided by, made accessible by, or otherwise obtained by or from the Purchasing Entity, the State of Iowa, or users, directly or indirectly, including from any Authorized Contractors of any of the foregoing, related to this Agreement in any way whatsoever, regardless of form, including all information, data, materials, or documents accessed, used, or developed by Vendor in connection with any Customer-Owned Deliverables provided hereunder and all originals and copies of any of the foregoing.

2.8. “Customer Property” means any property, whether tangible or intangible, of or belonging to the Purchasing Entity, including Customer Data and Customer-Owned Deliverables, software, hardware, programs, or other property possessed, owned, or otherwise controlled, maintained, or licensed by the Purchasing Entity, including third party software or Third Party Intellectual Property.

2.9. “Customer-Owned Deliverables” means any Deliverables specifically created or developed by Vendor at the direction of the Purchasing Entity pursuant to a Purchasing Instrument, including all associated intellectual property rights, such as copyrights, patents, trade secrets, trademarks, Source Code, and related Documentation, but excluding Vendor Materials.

2.10. “Deficiency” means a defect, flaw, error, bug, failure, omission, interruption of service, or other problem of any nature whatsoever related to a Deliverable(s) including any failure of a Deliverable(s) to conform to or meet an applicable Specification. Deficiency also includes the lack of something essential or necessary for completeness or proper functioning of a Deliverable(s).

2.11. “Deliverables” means all of the services, goods, software, work, work product, items, materials, and property to be created, developed, produced, delivered, performed, or provided by or on behalf of, or otherwise made available through, Vendor, directly or indirectly, in connection with this Agreement.

2.12. “Documentation” means any and all technical information, commentary, explanations, design documents, system architecture documents, database layouts, code, test materials, training materials, guides, manuals, worksheets, notes, work papers, and all other information, documentation, and materials discovered, created, or developed by Vendor hereunder or otherwise related to or used in conjunction with any Deliverables in any medium, including hard copy, electronic, digital, and magnetically, or optically encoded media.

2.13. “DOM” means the State of Iowa Department of Management and, unless the context clearly indicates otherwise, any independent contractors, consultants, or other third parties (including other governmental entities) who are retained, hired, or utilized by DOM in furtherance of this Agreement.

2.14. “Personal Data” means any information relating to an identified or identifiable person, including, but not limited to, Social Security or other government-issued identification numbers, federal or state tax information, “Personal Information” as defined in Iowa Code 715C, account security information, financial account information, credit/debit/gift or other payment card information, account passwords, intellectual property, document identification number, and sensitive or personal data (or equivalent terminology) as defined under any applicable law regarding privacy, data protection, information security obligations, or the Processing of Personal Data.

2.15. “Process” or “Processing” shall mean any operation or set of operations performed upon the Personal Data, whether or not by automatic means, including collection, recording, organization, use, transfer, disclosure, storage, manipulation, combination, and deletion of Personal Data.

2.16. “Proposal” means the Vendor’s response to the Solicitation.

2.17. “Purchasing Entity” means the governmental entity that signs a Purchasing Instrument and, unless the context clearly indicates otherwise, any independent contractors, consultants, or other third parties who are retained, hired, or utilized by the Purchasing Entity in furtherance of the Purchasing Instrument or this Agreement.

2.18. “Purchasing Instrument” means an individual transactional document executed hereunder for the purchase of Deliverable(s) pursuant to this Agreement, regardless of form, and which identifies the specific Deliverable(s) to be purchased and any Acceptance Criteria or Specifications related thereto.

2.19. “Source Code” means the human-readable source code, source program, scripts, in any language or form, for or related to any software. Source Code includes all source code listings, instructions (including compile instructions), programmer’s notes, commentary, and all related technical information and Documentation, including all such information and Documentation that is necessary or useful for purposes of maintaining, repairing, or making modifications, or updates, upgrades, bug fixes, patches, or additions to the Deliverable.

2.20. “Specifications” means any and all requirements, technical standards, performance standards, representations, warranties, and other criteria related to any Deliverables, described or stated in this Agreement (including any exhibit or Documentation attached to, or provided in connection with, this Agreement), any Purchasing Instrument(s), the Solicitation, the Proposal, and, solely to the extent not inconsistent with the foregoing, the Documentation.

2.21. “Third Party Intellectual Property” shall mean intellectual property, including third party software, licensed, made, conceived, or developed by a third party and provided or used by or on behalf of the Purchasing Entity or Vendor.

2.22. “Vendor” means the entity identified on the CD&E including any employees, agents, independent contractors, or any other staff or personnel acting on behalf of or at the direction of Vendor, which personnel may alternatively be referred to as “Vendor Personnel”, and which includes any Vendor contractor performing or providing services or Deliverables under this Agreement.

2.23. “Vendor Materials” means all pre-existing materials, including software, methodologies, tools, techniques, processes, and know-how owned by Vendor.

3. Services and Deliverables.

3.1. Generally. The Vendor will perform all work and provide all Deliverables in accordance with this Agreement, as well as any associated Purchasing Instrument.

3.2. Purchasing Instruments.

3.2.1. Generally. The Parties may execute individual Purchasing Instrument(s) identifying specific Deliverables to be provided hereunder. Once a Purchasing Instrument has been executed, the Vendor will carry out and complete the duties and responsibilities set forth in the applicable Purchasing Instrument in accordance with the terms of this Agreement as well as any additional or substitute terms provided in the specific Purchasing Instrument.

3.2.2. Effect of Purchasing Instruments. A Purchasing Entity executing a Purchasing Instrument pursuant to this Agreement may agree to additional terms and conditions in a Purchasing Instrument that are in conflict with or inconsistent with the terms and conditions of this Agreement. Such Purchasing Instrument terms apply only to the scope of work identified in the Purchasing Instrument and do not alter the agreed terms in this Agreement. Notwithstanding the foregoing, the following terms of this Agreement shall always control regardless of any contrary terms that may be in a Purchasing Instrument:

3.2.2.1. Information contained on the CD&E;

3.2.2.2. The definition of Confidential Information;

3.2.2.3. Set-off obligations under section 4.8;

3.2.2.4. Compliance with the Law under section 7.7;

3.2.2.5. No Conflicts obligations under section 7.8;

3.2.2.6. Termination provisions in section 9;

3.2.2.7. The General Provisions set forth in Section 11.

3.3. Delivery.

3.3.1. Risk of Loss. To the extent any Deliverable(s), including any hardware or equipment, are mailed or shipped, Vendor shall bear all freight, shipping, handling, and insurance costs for the delivery and shall bear all risk of loss that may occur prior to the Purchasing Entity’s Acceptance.

3.3.2. Documentation. Vendor will, at no charge to the Purchasing Entity, provide to the Purchasing Entity all Documentation related to the Deliverable(s) unless otherwise agreed to by the Purchasing Entity in writing.

3.3.3. Source Code Release and License Rights. Vendor shall, upon the occurrence of any of the triggering events described in this Section, provide the State with a complete, accurate, and up-to-date copy of the source code and related documentation for all software and systems provided under this Agreement (“Source Code”), including any third-party components to the extent the Vendor has rights and authority to provide such components to the State. This obligation applies to all software and components used to deliver the solution licensed or provided to the State under this Agreement.

3.3.3.1. Triggering Events. The State shall be entitled to immediate delivery of the Source Code upon the occurrence of any of the following events (each, a “Triggering Event”):

3.3.3.1.1. Vendor becomes insolvent, files for bankruptcy protection, is placed into receivership, or otherwise ceases doing business in the ordinary course;

3.3.3.1.2. Vendor materially abandons or ceases to support or maintain the software in a manner that prevents the State from continuing its normal business operations using the software;

3.3.3.1.3. Vendor voluntarily ceases the provision of services under this Agreement and fails to provide sufficient transition assistance or alternatives to prevent disruption to the State’s critical business functions.

3.3.3.2. Rights Upon Release. Upon the occurrence of a Triggering Event and delivery of the Source Code, the State shall have a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to use, modify, and create derivative works of the Source Code solely for purposes of operating, maintaining, and supporting the State’s internal business processes. The State shall not disclose the Source Code to any third party except to the extent necessary for such operation and support and subject to written confidentiality obligations no less protective than those in this Agreement.

3.3.3.3. Delivery. Within ten (10) business days following a written request by the State upon the occurrence of a Triggering Event, Vendor shall deliver the Source Code and all associated documentation, build instructions, configuration files, and dependencies in a format that is complete, functional, and sufficient to allow a reasonably skilled software developer to maintain and operate the software.

4. Compensation and Additional Rights and Remedies.

4.1. Pricing/Compensation. The fees for the services and/or Deliverables provided by the Vendor shall be in accordance with the obligations of this Agreement and the applicable Purchasing Instrument.

4.2. No Additional Fees. Other than as permitted by Section 4.1 (Pricing/Compensation) or by Purchasing Instrument, the Purchasing Entity shall not be obligated to pay any other amounts to the Vendor, specifically including travel, lodging, and related expenses. In no event shall the Purchasing Entity be responsible for payment of Vendor’s performance costs incurred in connection with this Agreement, including but not limited to equipment, supplies, personnel, salaries, benefits, insurance, training, conferences, telephone, utilities, start-up costs, and all other operational and administrative costs and expenses. To the extent any Purchasing Instrument calls for reimbursement of travel, such travel charges may never exceed the amounts allowed under DAS-SAE travel policy, DAS-SAE Title 210. (available at: https://das.iowa.gov/state-employees/travel-and-relocation/210-travel). For vendors, travel reimbursement may not exceed the amounts that would be payable under DAS-SAE 210.245. (available at: https://das.iowa.gov/sites/default/files/acct_sae/sae_manual/210/210-245.pdf). In addition, in-state lodging reimbursement is limited to providers certified by the Iowa Department of Public Safety’s Human Trafficking Prevention Training.

4.3. Satisfactory Performance. Vendor is not entitled to payment for any services or Deliverable(s), in whole or in part, provided under this Agreement or any Purchasing Instrument(s) if the Purchasing Entity reasonably determines that such services or Deliverable(s) have not been satisfactorily or completely delivered or performed.

4.4. Payment does not Imply Acceptance. Payment, including final payment, shall not be construed as acceptance of any services or Deliverables with Deficiencies or incomplete work, and Vendor shall remain responsible for compliance with its contractual obligations. Vendor’s acceptance of the last payment from the Purchasing Entity shall operate as a release of any and all claims related to this Agreement concerning the Purchasing Entity’s obligations under this Agreement.

4.5. Invoices. Upon receipt of written notice of Acceptance from the Purchasing Entity Vendor shall submit an invoice to the Purchasing Entity requesting payment of the fees or other compensation to which it is entitled pursuant to the applicable Purchasing Instrument, less any agreed upon Retained Amount(s) or other applicable offsets. The Purchasing Entity will verify Vendor’s performance/provisioning of services or Deliverable(s) outlined in the invoice before making payment. The Purchasing Entity shall pay all approved invoices in arrears and, to the extent applicable, in conformance with Iowa Code section 8A.514 and corresponding implementing rules, regulations, and policies. The Purchasing Entity may pay in less than 60 days, but an election to pay in less than 60 days shall not, to the extent applicable, act as an implied waiver of Iowa Code section 8A.514. Notwithstanding anything herein to the contrary, the Purchasing Entity shall have the right to dispute any invoice submitted for payment and withhold payment of any disputed amount if the Purchasing Entity believes the invoice is inaccurate or incorrect in any way. Vendor shall submit all invoices for payment to the Purchasing Entity, by August 1 for all services performed in the preceding state fiscal year (the State fiscal year ends June 30). If the Vendor seeks payment for end of state fiscal year claims submitted after August 1, the Vendor may submit the late claims, but the Purchasing Entity will only reimburse the claims if funding is available and the Purchasing Entity is legally authorized to make payment. If funding is not available after the end of the state fiscal year, the Vendor may submit the claim to the Iowa State Appeal Board for a final decision regarding reimbursement of the claim.

4.6. Retention. To secure Vendor’s performance under this Agreement, a Purchasing Entity may retain a mutually agreed upon percentage of the fees or other compensation associated with each Deliverable provided under a Purchasing Instrument (“Retained Amounts”) until all Deliverables under such Purchasing Instrument have been provided and the Purchasing Entity has given its Final Acceptance. Retained Amounts shall be payable upon the Purchasing Entity’s delivery of written notice of Final Acceptance, subject to the terms and conditions hereof.

4.7. Erroneous Payments and Credits. The Vendor shall promptly pay or refund to the Purchasing Entity the full amount of any overpayment or erroneous payment within ten (10) business days after either discovery by the Vendor or notification by the Purchasing Entity of the overpayment or erroneous payment. If the Vendor fails to provide a timely refund pursuant to this obligation, a simple interest of one percent (1%) per month may be charged on the outstanding balance unless one percent (1%) exceeds the maximum amount allowed by applicable law, in which case interest shall accrue at the maximum rate allowed by law.

4.8. Set-off Against Sums Owed by Vendor. The State may offset payments owed Vendor under this Agreement by sums the Vendor owes the State or any of its subdivisions in any context. The Vendor agrees that this provision constitutes proper and timely notice under any applicable laws governing offset.

4.9. Withholding Payments. In addition to pursuing any other remedy provided herein or by law, the Purchasing Entity may withhold compensation or payments to Vendor, in whole or in part, without penalty or legal liability to the Purchasing Entity or work stoppage by Vendor, in the event Vendor fails to perform pursuant to this Agreement, or fails to provide Deliverables that meet or conform to contractual obligations. No interest shall accrue or be paid to Vendor for withheld sums.

4.10. Correction/Cure.

4.10.1. Upon notice of Deficiency in any Deliverable(s), the Vendor shall promptly correct the Deficiency and repair the affected Deliverable(s) and provide the Purchasing Entity with all relevant Documentation.

4.10.2. The Purchasing Entity may correct any Deficiencies with respect to any Deliverable(s) or cure any Vendor breach under this Agreement without prejudice to any other remedy it may have if Vendor fails to correct such Deficiencies as required in this Agreement or if Vendor otherwise fails to perform pursuant to the Agreement. The Purchasing Entity may procure the Deliverable(s) reasonably necessary to correct any Deficiencies or cure any Vendor breach, in which event the Vendor shall reimburse the Purchasing Entity for the actual costs incurred in curing the issue. In addition, the Vendor shall cooperate with the Purchasing Entity or any third parties retained by the Purchasing Entity to cure such breach, including by allowing access to any of the Vendor’s pertinent materials, work product, or intellectual property.

4.11. Repayment Obligation. In the event that any State of Iowa funds or federal funds are deferred or disallowed as a result of any audits, or found to have been expended in violation of the laws applicable to the expenditure of such funds, and where such findings are due in whole or in part to Vendor’s action or omission, Vendor will be liable to the Purchasing Entity for the full amount of any claim disallowed (or the amount of funds expended in violation of such applicable laws) and for all related penalties incurred. If the State of Iowa or any federal agency concludes that Vendor has been paid for any cost that is unallowable, unallocable, or unreasonable under this Agreement, Vendor will be liable to the Purchasing Entity for such cost. Vendor shall pay to the Purchasing Entity all amounts for which the Vendor is liable under this section within twenty (20) business days of receiving the Purchasing Entity’s written demand or written notice. The Purchasing Entity may withhold any payment under this Agreement if Vendor fails to timely make any payment required by this section.

4.12. Taxes. Vendor shall be responsible for paying any taxes incurred by Vendor in the performance of this Agreement. The State of Iowa, DOM, and the Purchasing Entity are exempt from the payment of sales and other taxes.

5. Acceptance Tests and Project Management.

5.1. All Deliverables must undergo the Purchasing Entity’s Acceptance Testing as described in this section. If alternative Acceptance Testing processes are described in a Purchasing Instrument(s), the process set forth in the Purchasing Instrument will prevail. After the Vendor completes work on a Deliverable, it must inform the Purchasing Entity that the Deliverable is ready for testing. If the Purchasing Entity requests assistance during testing, the Vendor will assist without levying additional fees or other amounts. The Purchasing Entity will then test the Deliverable(s) to verify that each Deliverable conforms to its Acceptance Criteria. It will then inform the Vendor of Acceptance or Non-Acceptance. If the Purchasing Entity determines Non-Acceptance, the Vendor has ten (10) days to correct the issues and submit the work again for retesting. If the Purchasing Entity again does not provide Acceptance, the Purchasing Entity may pursue any of the following remedies:

5.1.1. Require Vendor to correct and repair such Deliverable(s) within such period of time as the Purchasing Entity may specify in a written notice to the Vendor;

5.1.2. Refuse to accept such Deliverable(s) without penalty or legal liability and without any obligation to pay any fees or other amounts associated with such Deliverable(s), or receive a refund of any fees or amounts already paid with respect to such Deliverable(s);

5.1.3. Accept such Deliverable(s) on the condition that any fees or other amounts payable with respect thereto shall be reduced or discounted to reflect, to the Purchasing Entity’s satisfaction, the Deficiencies present therein and any reduced value or functionality of such Deliverable(s), or the costs likely to be incurred by the Purchasing Entity to correct such Deficiencies; or

5.1.4. Terminate the applicable Purchasing Instrument or seek any and all available remedies, including damages. Such termination may occur without prior notice or an opportunity to cure.

The Purchasing Entity’s right to exercise the foregoing rights and remedies, including termination of the applicable Purchasing Instrument, shall remain in effect through notice of Final Acceptance of all Deliverables. The Vendor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any of the Purchasing Entity’s rights to enforce the terms of this Agreement or require performance in the event Vendor breaches this Agreement or any Deficiency is later discovered with respect to such Deliverable(s).

5.2. Project Management and Reporting.

5.2.1. Vendor or Project Manager. To the extent that a project manager is called for in a Purchasing Instrument, the Vendor must obtain the Purchasing Entity’s approval of a designated project manager. The project manager must have authority sufficient to ensure timely performance under the Purchasing Instrument and make binding decisions for the Vendor. Any written commitment by Vendor’s project manager and persons designated by them in writing for this purpose, within the scope of this Agreement, shall be binding upon Vendor.

5.2.2. Review Meetings. Unless a different schedule is established in the Purchasing Instrument, the Vendor’s project manager will meet at least monthly with the Purchasing Entity to discuss contractual progress and performance issues. At each review meeting, the Vendor’s project manager shall provide a status report, which will describe any problems or concerns encountered since the last meeting. At the next scheduled meeting after which any Party has identified a problem in writing, the Vendor shall provide a report of steps taken to resolve identified problems, together with the anticipated completion dates of such activities. Any Party may recommend alternative courses of action or changes that will facilitate problem resolution. The Vendor shall maintain records of such reports and other communications and provide them to the Purchasing Entity upon request.

5.2.3. Reports. Review meeting reports must be in a Purchasing Entity-approved format and include detail concerning the previous period’s activities, including problems encountered and their disposition, results of tests, whether or not deadlines were met, the status of services or Deliverables, any problems that may have arisen that need to be addressed before proceeding to the next period’s activities, and any other information the Purchasing Entity may request.

5.2.4. Problem Reporting Omissions. The Purchasing Entity’s receipt of a report that identifies any problems does not relieve the Vendor of any obligation under this Agreement or waive any other remedy available to the Purchasing Entity.

6. Ownership and Intellectual Property. The State of Iowa does not seek ownership of Vendor’s pre-existing materials or independently developed tools, software, or know-how. However, where such materials are included in or required to use Customer-Owned Deliverables, the State must receive license rights sufficient to use and disseminate the complete Deliverable for its internal, non-commercial purposes.

6.1. Ownership and Reservation of Rights in Pre-Existing Vendor Materials. Vendor shall retain ownership of all Vendor Materials that: (i) existed prior to the Effective Date of this Agreement; (ii) are independently developed by Vendor outside the scope of this Agreement; or (iii) are general purpose tools, utilities, or other standard functionality not created specifically for the Purchasing Entity. The Purchasing Entity makes no ownership claim to Vendor Materials. Notwithstanding the foregoing, Vendor may transfer ownership rights to pre-existing Vendor Materials where expressly agreed to in writing in a Purchasing Instrument.

6.2. Ownership and Assignment of Customer-Owned Deliverables. Vendor hereby irrevocably assigns, transfers, and conveys to the Purchasing Entity all rights, title, and interest in and to Customer-Owned Deliverables. To the extent any Vendor Materials are incorporated into or required to use a Customer-Owned Deliverable, the Vendor shall provide appropriate use rights as described in Section 6.3.

6.3. Waiver and Embedded Vendor Materials. To the extent any of Vendor’s rights in Customer-Owned Deliverables are not assignable, including moral rights or rights of attribution, Vendor irrevocably waives such rights and agrees not to challenge the Purchasing Entity’s ownership. If Vendor Materials are incorporated into or required to use any Customer-Owned Deliverable, Vendor hereby grants the Purchasing Entity a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use them solely as part of, or as necessary to use, the Customer-Owned Deliverable.

6.4. Information Technology Assurances. Upon request and at no additional cost, Vendor shall execute all documents and take all actions reasonably necessary to perfect the Purchasing Entity’s rights in Customer-Owned Deliverables. If, after reasonable efforts, the Purchasing Entity is unable to obtain Vendor’s signature on any required filings for intellectual property protection, Vendor hereby irrevocably appoints the Purchasing Entity as its agent and attorney-in-fact to execute and file such documents with the same legal effect as if signed by Vendor.

6.5. Rights in Third Party Intellectual Property. For any Third Party Intellectual Property incorporated into Deliverables, Vendor shall secure for the Purchasing Entity license rights consistent with Section 6.3 above, unless otherwise agreed in writing by the Purchasing Entity.

6.6. Customer Property. Vendor may have access to Customer Property to the extent necessary to carry out its responsibilities under the Agreement and must comply with any and all the license terms, conditions, or restrictions applicable to any Customer Property.

7. Representations, Warranties, and Covenants.

7.1. Non-exclusivity. Unless expressly stated otherwise in a Purchasing Instrument, express remedies in this Section are not exclusive, and the Purchasing Entity preserves all rights to seek any and all remedies available to it under law both during and after expiration or termination of the Agreement or Purchasing Instrument.

7.2. Implied Warranties. To the extent applicable, and unless otherwise stated in a Purchasing Instrument, all warranties implied by law are preserved.

7.3. Deliverables Free of Deficiencies. Unless stated otherwise in a Purchasing Instrument, the Vendor guarantees that the Deliverables will be free from material Deficiencies and errors and will meet all Acceptance Criteria and express performance criteria. If the Purchasing Entity identifies any material Deficiencies, the Vendor must fix or replace the affected Deliverables at its own expense. The Vendor will assist the Purchasing Entity, promptly report any known issues, and correct Deliverables, even if the Deliverable(s) have been previously accepted.

7.4. Quiet Enjoyment. Vendor represents and warrants that: (i) it owns, possesses, holds, and has received or secured all rights, permits, permissions, licenses, and authority necessary to provide Deliverables to the Purchasing Entity hereunder and to assign, grant, and convey the rights, benefits, licenses and other rights assigned, granted, or conveyed to the Purchasing Entity hereunder without violating any rights of any third party; (ii) it has not previously and will not grant any rights in any Deliverables to any third party that are inconsistent with the rights granted to the Purchasing Entity herein; and (iii) the Purchasing Entity shall peacefully and quietly have, hold, possess, use, and enjoy the Deliverables without suit, disruption, or interruption.

7.5. Intellectual Property. The Vendor represents and warrants that the Deliverables and the Purchasing Entity’s use of the Deliverables for their authorized use will not infringe on any intellectual property rights of third parties. Vendor also ensures there are no known claims of infringement, violation, or misappropriation of intellectual property rights or trade secrets concerning Deliverables. If such claims arise, Vendor will, at its own expense: (i) secure the right or license for the Purchasing Entity to continue using the Deliverables; (ii) replace the problematic parts with an equivalent; (iii) modify or replace the affected portion with a non-infringing alternative; or (iv) refund all fees paid by the Purchasing Entity for the affected Deliverables.

7.6. Workmanlike Manner. The Vendor represents, and warrants that all services to be provided under this Agreement or a Purchasing Instrument will be carried out in a workmanlike manner by qualified personnel, and the work must align with the terms of the Agreement and Purchasing Instrument as well as industry standards for similar tasks. In cases where no specification exists, the Parties agree to follow generally accepted industry standards. If the Purchasing Entity identifies services not meeting these standards, the Vendor will re-perform them at no extra cost. The Vendor will refund any fees paid by the Purchasing Entity for any services that were not satisfactorily provided and cannot otherwise be cured.

7.7. Compliance with Laws. The Vendor represents and warrants that the Vendor and Vendor-provided Deliverables will at all relevant times comply with all applicable State and federal laws.

7.8. No Conflicts. Vendor represents, warrants, and covenants that no relationship exists or will exist during the Term of the Agreement between Vendor and the State or any of its divisions or entities that is or may constitute a conflict of interest or appearance of impropriety, or that would conflict in any manner or degree with the performance of its obligations under this Agreement. To the extent applicable, the provisions of Iowa Code Chapter 68B shall apply to this Agreement and any Purchasing Instruments executed hereunder, and Vendor shall not engage in or permit any third party to engage in any conduct that would violate that chapter.

7.9. Documentation. The Vendor represents and warrants that during the Term, the Documentation will accurately describe the functional and operational characteristics of any Deliverable and that the Documentation is detailed and complete such that it will allow a reasonably skilled operator to use and operate the Deliverables.

7.10. Sole Ownership. Vendor represents and warrants that the Purchasing Entity shall acquire sole ownership of all Customer-Owned Deliverables, free from any rights or interests of Vendor or of any third party. Vendor shall not retain any copies of any Customer-Owned Deliverables.

8. Indemnification.

8.1. Indemnification Generally. Vendor shall indemnify and hold harmless DOM, the State of Iowa, the Purchasing Entity, and their employees, officers, or representatives (“Indemnitees”) from and against any third-party claims, legal actions, judgments, penalties, fines, recoupments, or other costs, including costs of counsel, in any way arising out of Vendor’s performance or attempted performance under this Agreement. The Purchasing Entity shall have the right to participate in its own defense through a representative of the Iowa Department of Justice. Settlement offers made on behalf of the applicable Purchasing Entity must be approved by the applicable Purchasing Entity.

8.2. Infringement Claim Additional Remedy. If the Deliverables become or are likely to become the subject of a claim, then, in addition to paying any damages and attorney fees as required above, Vendor shall, at its option, either:

8.2.1. Immediately replace or modify the Deliverables, without loss of material functionality or performance, to make them non-infringing, or

8.2.2. Immediately procure for the Purchasing Entity the right to continue using the Deliverables.

8.3. Any costs associated with implementing either of the above alternatives will be borne by the Vendor.

9. Termination.

9.1. Termination for Cause by the State. DOM may terminate this Agreement, and any Purchasing Entity may terminate a Purchasing Instrument(s) entered into under this Agreement, upon written notice of Vendor’s breach of any material term of the Agreement or associated Purchasing Instrument, if the breach is not cured within the time period specified in the notice of breach. In addition, DOM may terminate this Agreement or a Purchasing Entity may terminate an associated Purchasing Instrument without advance notice if:

9.1.1. Vendor makes false statements in connection with the Agreement,

9.1.2. Vendor, its staff, or its subcontractors have engaged in criminal conduct, including fraud, misappropriation, embezzlement, or malfeasance,

9.1.3. Vendor takes any steps, as determined in DOM’s or the applicable Purchasing Entity’s discretion, towards dissolution or suspension of business,

9.1.4. Vendor’s authority to do business here or elsewhere is threatened or lost,

9.1.5. Vendor has failed to comply with applicable laws when performing pursuant to the Agreement or Purchasing Instrument,

9.1.6. Vendor’s ability to perform is materially impacted by third-party claims of intellectual property violations by Vendor, or

9.1.7. Vendor’s actions may expose DOM, the State of Iowa, or a Purchasing Entity to material liability.

Vendor shall notify DOM or the applicable Purchasing Entity of any events that could give rise to DOM’s right to terminate this Agreement or a Purchasing Instrument for cause.

9.2. Termination for Cause by Vendor. Vendor may only terminate an applicable Purchasing Instrument or this Agreement upon written notice of the Purchasing Entity’s breach of any material term of this Agreement if the breach is not cured within sixty (60) days of the Purchasing Entity’s receipt of Vendor’s written notice.

9.3. Termination for Convenience. Following thirty (30) days’ written notice, a Purchasing Entity may terminate a Purchasing Instrument in whole or in part without cause. DOM may terminate this Agreement in whole or in part upon thirty (30) days’ written notice without cause.

9.4. Termination Due to Lack of Funds or Change in Law. Notwithstanding anything in this Agreement to the contrary, DOM may terminate this Agreement or a Purchasing Entity may terminate a Purchasing Instrument, in whole or in part, without penalty or liability and without any advance notice if:

9.4.1. DOM or the Purchasing Entity determines that it has not been appropriated sufficient funds or funds have been reduced, unallocated, or delayed such that DOM or the Purchasing Entity cannot, in the entity’s sole discretion, meet its obligations,

9.4.2. DOM or the Purchasing Entity’s authority has been withdrawn or materially altered, or its duties, programs, or responsibilities are modified or materially altered, or

9.4.3. there is a judicial decision that materially or adversely affects DOM’s or a Purchasing Entity’s ability to fulfill obligations under this Agreement or any applicable Purchasing Instrument.

9.5. Limitation of Payment Obligations. If DOM terminates this Agreement or a Purchasing Entity terminates a Purchasing Instrument for cause, DOM or the applicable Purchasing Entity retains the right to contest amounts that remain unpaid as of the date of termination. In all other termination contexts, the Purchasing Entity will pay those amounts due for goods or services accepted by the Purchasing Entity for which the Purchasing Entity is obligated to pay up to the date of termination, to the extent that funds to make these payments are legally available. Payment is contingent upon the submission and acceptance of invoices for the sums due. Under no circumstances will the Purchasing Entity be liable for sums not expressly owed under the terms of the Agreement or a Purchasing Instrument.

9.6. Vendor’s Termination or Expiration Duties. As it relates to this Agreement or any associated Purchasing Instrument, upon receipt of a notice of termination, upon expiration, or upon request of DOM or a Purchasing Entity, Vendor must:

9.6.1. cease work under the Agreement or Purchasing Instrument and take all appropriate actions to limit disbursements and minimize costs;

9.6.2. provide a report to the Purchasing Entity addressing the Purchasing Entity’s information needs, including the status of all work performed under the Agreement;

9.6.3. cease using and return any Customer Property or Customer-Owned Deliverables;

9.6.4. comply with the Purchasing Entity’s directions concerning Customer Data;

9.6.5. return or refund any Purchasing Entity payments for goods or services not provided to the Purchasing Entity;

9.6.6. provide all Deliverables to the extent the Purchasing Entity has a property interest in the Deliverable; and

9.6.7. continue to perform and provide such goods and/or services under this Agreement as the Purchasing Entity may request for a transition period of up to 365 days from the effective date of such termination or expiration, and collaborate with the Purchasing Entity and any replacement contractor. As part of such request, the Purchasing Entity will inform the Vendor of the number of days needed for transition (“Transition Period”). During the Transition Period, the Purchasing Entity agrees to pay the Vendor any fees to which the Vendor would be entitled under this Agreement for goods and/or services performed or provided during such period. In the event the Purchasing Entity’s request for transition assistance does not require the Vendor to continue providing all of the goods and/or services under this Agreement or applicable Purchasing Instrument, the Parties will negotiate in good faith a downward adjustment in the fees owed the Vendor.

10. Use of Artificial Intelligence.

10.1. Advance Approval for AI Usage. Vendor shall obtain prior written approval from the Purchasing Entity before utilizing artificial intelligence (AI) technologies in the provision of services under this Agreement or Purchasing Instruments entered into pursuant to this Agreement. The Vendor shall clearly identify in writing the specific AI technologies to be employed, their intended functions, and their potential impact on service delivery.

10.2. Documentation of AI Utilization. In cases where computer code is generated, written, or modified using AI technologies, the Vendor shall ensure that the sections of code influenced by AI are thoroughly documented with appropriate comments indicating that they…