Attachment F - Template Statement of Work.doc

Statement of Work

Between

The [Name Agency]

And

[Vendor]

FOR THE

[Name Project]

1 INTRODUCTION

The following document will serve as a statement of work (SOW) between the [Agency Name] ([Agency Abbreviation]) [of the [Name Parent Agency] and [Vendor Name] ([Vendor Abbreviation]) to apply to work on the [Name of System to be Developed] ([Abbreviated System Name]). Work effort under this SOW will be limited to service activities relating to the implementation of [Abbreviated System Name] in the Commonwealth of Massachusetts. The entire agreement between the parties (the “Agreement”) consists of the following documents in the following order of precedence: (1) the Commonwealth Terms and Conditions; (2) the Commonwealth’s Standard Contract Form; (3) RFR XXX; (4) This SOW and any other negotiated terms and conditions, (5)[Vendor Abbreviation]’s response to the RFR.

2 OVERVIEW, EFFECTIVE DATE AND TERM

[Provide overview of project]

This SOW shall become effective on the date on which it is executed by both parties and shall terminate on [termination date]. Notwithstanding the foregoing, sections [choose sections that will survive termination] shall survive the termination of the remainder of this SOW.

The term of this agreement shall be ___ [months or days] commencing on ____ and ending on ____, 20__.

3 SINGLE POINT OF CONTACT

[Vendor Abbreviation] and [Agency Abbreviation] will each assign a single point of contact with respect to this SOW. It is anticipated that the contact person will not change during the period the SOW is in force. In the event that a change is necessary, the party requesting the change will provide prompt written notice to the other. In the event a change occurs because of a non-emergency, two-week written notice is required. For a change resulting from an emergency, prompt notice is required. [Vendor Abbreviation]’s contact person is [Vendor Contact Name and Title], who can be reached at [Vendor Contact Address, phone number(s), eMail].

[Agency Abbreviation]’s contact is [Agency Contract Name and Title] who can be reached at [Agency Contact Address, phone number(s), email].

4 SYSTEM SECURITY

As part of its work effort, [Vendor Abbreviation] will be required to use Commonwealth data and IT resources in order to fulfill part of its specified tasks. For purposes of this work effort, “Commonwealth Data” shall mean data provided by the [Agency Abbreviation] to [Vendor Abbreviation], which may physically reside at a Commonwealth or [Agency Abbreviation] or [Vendor Abbreviation] location. In connection with such data, [Vendor Abbreviation] will implement commercially reasonable safeguards necessary to:

· Prevent unauthorized access to Commonwealth Data from any public or private network

· Prevent unauthorized physical access to any information technology resources involved in the development effort and

· Prevent interception and manipulation of data during transmission to and from any servers.

[Vendor Abbreviation] will notify the Commonwealth immediately if any breaches to the system occur.

5 ACCEPTANCE OR REJECTION PROCESS

[Vendor Abbreviation] will submit the required deliverables specified in this SOW to the [Agency Abbreviation] Project Manager for approval and acceptance. [Agency Abbreviation] will review work product for each of the deliverables and evaluate whether each deliverable has clearly met in all material respects the criteria established in this agreement and the relevant Task Order specifications. Once reviewed and favorably evaluated, the deliverables will be deemed acceptable.

Within ten (10) working days of receipt of each deliverable, the [Agency Abbreviation] Project Manager will notify [Vendor Abbreviation], in writing, of the acceptance or rejection of said deliverable using the acceptance criteria specified in this section. A form signed by [Agency Abbreviation] shall indicate acceptance. [Vendor Abbreviation] shall acknowledge receipt of acceptance forms in writing. Any rejection will include a written description of the defects of the deliverable.

[Vendor Abbreviation] will, upon receipt of such rejection, act diligently to correct the specified defects and deliver an updated version of the deliverable to the Commonwealth. [Agency Abbreviation] will then have an additional 5 (five) business days from receipt of the updated deliverable to notify [Vendor Abbreviation], in writing, of the acceptance or rejection of the updated deliverable. Any such rejections will include a description of the way in which the updated deliverable fails to correct the previously reported deficiency. Failure of [Agency Abbreviation] to reject a deliverable within the above specified notification periods will constitute acceptance by the Commonwealth of said deliverable. Following any acceptance of a deliverable which requires additional work to be entirely compliant with the pertinent specifications, and until the next delivery, [Vendor Abbreviation] will use reasonable efforts to provide a prompt correction or workaround.

6 PROJECT MANAGEMENT

6.1 Project Managers

6.1.1 [Agency Abbreviation] Project Manager

Project management of this engagement will be performed by [Agency Abbreviation]. The [Agency Abbreviation]’s project manager will:

· Work closely with the [Vendor Abbreviation] Project Manager to ensure successful completion of the project.

· Consult with the [Vendor Abbreviation] Project Manager to develop the Project Management Plan.

· Review weekly status reports and schedule weekly meetings with [Vendor Abbreviation], as necessary.

· Coordinate participation from [name other agencies and/or vendors] as required during the engagement.

· Acquire [Agency Abbreviation] project team members as needed.

· Coordinate [Agency Abbreviation]’s review of the deliverables and sign an acceptance form to signify acceptance for each accepted deliverable.

[Agency Abbreviation]’s Project Manager reports to [name and title], who reports to [name and title][repeat this phrase until last named individual is agency head].

[Agency Project Manager Name, Agency Project Manager Title] will work directly with the [Vendor Abbreviation]’s Project Manager. [Name individual, with title] will sign this SOW and all amendments hereto on behalf of [Agency Abbreviation].

6.1.2 Vendor Project Manager

The [Vendor Abbreviation] Project Manager will:

· Serve as an interface between the Commonwealth Project Manager and all [Vendor Abbreviation] personnel participating in this engagement.

· Develop and maintain the Project Management Plan, in consultation with the [Agency Abbreviation] Project Manager.

· Facilitate regular communication with the [Agency Abbreviation] Project Manager, including weekly status reports/updates, and review the project performance against the project plan.

· Facilitate weekly project status meetings for the duration of the engagement.

· Update the project plan on a weekly basis and distribute at weekly meetings for the duration of the engagement.

· Sign acceptance forms to acknowledge their receipt from [Agency Abbreviation].

· Be responsible for the management and deployment of [Vendor Abbreviation] personnel.

[Vendor Abbreviation]’s Project Manager reports to _____, who reports to_____ [repeat until reaching engagement partner or equivalent]. [Name and title], being an authorized signatory named in the [Vendor Abbreviation]’s response to the RFR, will sign this SOW and all amendments thereto on behalf of [Vendor Abbreviation].

6.2 Issue Resolution

The project managers from each organization bear the primary responsibility for ensuring issue resolution. If they mutually agree that they are unable to resolve an issue, they are responsible for escalating the issue to [name and title of respective persons at agency and vendor].

6.3 Changes in Task Order Scope of Work

The project manager who would like to request a change in scope for this engagement will provide the suggested change in writing to the other team’s project manager. The project managers will jointly determine whether the change impacts the schedule. The parties can mutually agree to the change through a written amendment to this SOW.

6.4 Key Personnel

[Vendor Abbreviation] agrees to provide the following personnel for the following amounts of time for the duration of this project:

TABLE 1

KEY PERSONNEL

[Vendor Abbreviation] will assign all of the foregoing personnel to this engagement on the time basis set forth in Table 1. In the event that a change is necessary, [Vendor Project Manager] will provide prompt written notice to [Agency Project Manager] of the proposed change. If the personnel change is a result of a non-emergency, two-week written notice shall be provided by [Vendor Project Manager] to [Agency Project Manager]. For personnel changes that result from an emergency, prompt written notice shall be provided by [Vendor Project Manager]. [Agency Project Manager] has the right to accept or reject all personnel.

6.5 Related Project Knowledge

In addition to the “Statewide Contract IT Specifications” and all other terms of the RFR, [Vendor Abbreviation] shall, prior to commencing any other work under this SOW, become familiar with the following documents: [here list any other material that the vendor must master in order to perform under the contract, such as prior studies, agreements, reports, etc.].

6.6 Intellectual Property Agreement for Vendor’s Employees, Contractors and Agents

[Vendor Abbreviation] shall ensure that all [Vendor Abbreviation] personnel providing services under this SOW, regardless of whether they are [Vendor Abbreviation]’s employees, contractors, or agents, shall, prior to rendering any services under this SOW, sign the “Intellectual Property Agreement for Vendor’s Employees, Contractors and Agents,” which is Attached as Exhibit A and return signed copies of the same to [Agency Abbreviation]’s Project Manager prior to the delivery of any services under this SOW.

7 ADDITIONAL TERMS

7.1 Definitions

The terms used in this SOW, unless defined herein, shall have the meaning ascribed to them in the other documents that constitute the Agreement between the parties.

7.2 Code Review

[Vendor Abbreviation] shall comply with any code review policy adopted by the Information Technology Division.

7.3 Warranty

[Vendor Abbreviation] makes the following warranties with respect to any deliverables delivered under this SOW: (1) Vendor’s services shall be performed in a professional and workmanlike manner and in accordance with the specifications and description of services as set forth in the Agreement; (2) the deliverables will substantially conform with the deliverable descriptions set forth in this SOW; (3) all media on which [Vendor Abbreviation] provides any software under this Agreement shall be free from defects; and (4) all software delivered by [Vendor Abbreviation] under this Agreement shall be free of Trojan horses, back doors, and other malicious code.

7.4 Title and Intellectual Property Rights

7.4.1 Definition of Property

The intellectual property required by [Vendor Abbreviation] to develop, test, and install the [name product to be developed] (hereinafter the "Property") may consist of computer programs (in object and source code form), scripts, data, documentation, the audio, visual and audiovisual content related to the layout and graphic presentation of the [name product to be developed], text, photographs, video, pictures, animation, sound recordings, training materials, images, techniques, methods, algorithms, program images, text visible on the Internet, HTML code and images, illustrations, graphics, pages, storyboards, writings, drawings, sketches, models, samples, data, other technical or business information, and other works of authorship fixed in any tangible medium.

7.4.2 Source of Property

The development of the [name product to be developed] will involve intellectual property derived from four different sources: (1) third party software contractors such as . . .[this provision may not apply to all contracts]; (2) that developed by [Vendor Abbreviation] for the open market (i.e. [Vendor Abbreviation]’s commercial off the shelf software); (3) that developed by [Vendor Abbreviation] for other individual clients, or for internal purposes prior to the Effective Date of this Statement of Work and not delivered to any other client of [Vendor Abbreviation]’s; and (4) developed by [Vendor Abbreviation] specifically for the purposes of fulfilling its obligations to [Agency Abbreviation] under the terms of this Statement of Work and all other documents listed in Section 1 of this Statement of Work. Ownership of the first and second categories of intellectual property is addressed in separate agreements between [Agency Abbreviation] and the contractors and resellers of such software. This section of the Statement of Work addresses exclusively ownership rights in the third and fourth categories of intellectual property.

7.4.3 Contractor Property and License

[Vendor Abbreviation] will retain all right, title and interest in and to all Property developed by it, i) for clients other than the Commonwealth, and ii) for internal purposes and not yet delivered to any client, including all copyright, patent, trade secret, trademark and other intellectual property rights created by [Vendor Abbreviation] in connection with such work (hereinafter the "Contractor Property"). [Agency Abbreviation] acknowledges that its possession, installation or use of Contractor Property will not transfer to it any title to such property.

[Agency Abbreviation] acknowledges that the Contractor Property contains or constitutes commercially valuable and proprietary trade secrets of the Contractor, the development of which involved the expenditure of substantial time and money and the use of skilled development experts. [Agency Abbreviation] acknowledges that the Contractor Property is being disclosed to [Agency Abbreviation] to be used only as expressly permitted under the terms of the license described in the associated Statement of Work. [Agency Abbreviation] will take no affirmative steps to disclose such information to third parties, and, if required to do so under the Commonwealth¹s Public Records Law, M.G.L. c. 66, § 10, or by legal process, will promptly notify [Vendor Abbreviation] of the imminent disclosure so that [Vendor Abbreviation] can take steps to defend itself against such disclosure.

Except as expressly authorized in the associated Statement of Work, [Agency Abbreviation] will not copy, modify, distribute or transfer by any means, display, sublicense, rent, reverse engineer, decompile or disassemble the Contractor Property.

[Vendor Abbreviation] grants to [Agency Abbreviation] a fully-paid, royalty-free, non-exclusive, non-transferable, worldwide, irrevocable, perpetual, assignable license to make, have made, use, reproduce, distribute, modify, publicly display, publicly perform, digitally perform, transmit and create derivative works based upon the Contractor Property, in any media now known or hereafter known, but only to the extent reasonably necessary for [Agency Abbreviation]’s exploitation of the deliverables to be developed. During the term of the associated Statement of Work and immediately upon any expiration or termination thereof for any reason, [Vendor Abbreviation] will provide to [Agency Abbreviation] the most current copies of any Contractor Property to which [Agency Abbreviation] has rights pursuant to the foregoing, including any related documentation.

Notwithstanding anything contained herein to the contrary, and notwithstanding [Agency Abbreviation]’s use of the Contractor Property under the license created herein, [Vendor Abbreviation] shall have all the rights and incidents of ownership with respect to the Contractor Property, including the right to use such property for any purpose whatsoever and to grant licenses in the same to third parties.

7.4.4 Commonwealth Property

In conformance with the Commonwealth’s Standard Terms and Conditions, on the date on which [Agency Abbreviation] reimburses [Vendor Abbreviation] for a deliverable accepted by [Agency Abbreviation] under the terms of this Statement of Work, all of [Vendor Abbreviation]’s right, title and interest in all Property developed by [Vendor Abbreviation] under the terms of this Statement of Work solely for purposes of creating the deliverables described in this Statement of Work shall pass to and vest in the Commonwealth, including all copyright, patent, trade secret, trademark and other intellectual property rights created by [Vendor Abbreviation] in connection with such work and any causes of action relating to or based upon such work (hereinafter the "Commonwealth Property"). [Vendor Abbreviation] hereby assigns to the Commonwealth, as of the date on which [Agency Abbreviation] reimburses [Vendor Abbreviation] for such deliverables, all intellectual property rights that it may now or hereafter possess in the Commonwealth Property related to such deliverable and all derivative works thereof. [Vendor Abbreviation] also agrees to execute all documents and take all actions that may be necessary to confirm such rights, including providing any code used exclusively to develop such deliverables for [Agency Abbreviation] and the documentation for such code. [Vendor Abbreviation] acknowledges that there are currently and that there may be future rights that the Commonwealth may otherwise become entitled to with respect to Commonwealth property that does not yet exist, as well as new uses, media, means and forms of exploitation, current or future technology yet to be developed, and that [Vendor Abbreviation] specifically intends the foregoing ownership or rights by the Commonwealth to include all such now known or unknown uses, media and forms of exploitation.

With respect to web site development contracts, [Agency Abbreviation] will bear sole responsibility for registering the software or system domain name or URL, applying for any trademark registration relating to the software or system domain name or URL and applying for any copyright registration related to its copyright ownership with respect to any Commonwealth Property.

[Vendor Abbreviation] agrees to take such actions as may be reasonably requested by [Agency Abbreviation] to evidence the transfer of ownership of or license to intellectual property rights described in this section.

7.4.5 Clearances

[Vendor Abbreviation] will represent and warrant to [Agency Abbreviation] that it has obtained all rights, grants, assignments, conveyances, licenses, permissions and authorizations necessary or incidental to any materials owned by third parties supplied or specified by it for incorporation in the deliverables to be developed.

7.4.6 Third-party Intellectual Property

If the deliverables contain or will contain any third-party intellectual property to which the Contractor intends to provide a sublicense, the Contractor must provide copies of all such sublicense agreements as early in the process as possible. The sublicense agreements must be included in the Contractor’s initial quotation to the Contracting Department, or, if the requirement to utilize sublicensed intellectual property is not known at the outset of the project, as soon as the requirement becomes known. Sublicenses to third-party intellectual property can ONLY be provided to the OCA if they are provided at no charge to the Commonwealth.

7.5 [Agency Abbreviation]’s Responsibilities

In addition to the tasks set forth in ”Equipment, Work Space, Office Supplies,” [Agency Abbreviation] shall be responsible for the following [insert any additional obligations that agency must fulfill; use this section sparingly; include responsibility for procuring hardware and commercial off the shelf software licenses or providing travel reimbursement.].

7.6 High Level Project Description

[Provide a high level description of the project, including design, coding, testing, and technical and user documentation responsibilities and costs.]

7.7 Project Management

[Address the vendor¹s practices and procedures for project planning, tracking, reporting and management, including the types, frequency and contents of reports that will be provided by the developer to the agency.]

7.8 Software Configuration Management Procedures

[For projects involving software development or modification, address the physical location of software during development, and the contractor¹s procedures for controlling access and updates.]

7.9 Software Escrow

[Address software escrow if applicable. If the Commonwealth will own the code, software escrow is not needed unless the code will be shared by multiple agencies.]

7.10 Performance Bond

Agencies should weigh the use of Performance Bonds for larger projects.

7.11 Additional CORI check requirements

[Address any CORI check requirements which the agency may have over and above those specified in the RFR, including any requirement to run repeat CORI checks at specified time intervals during the engagement.]

8 [VENDOR ABBREVIATION] TASKS AND DELIVERABLES

This section describes the tasks and deliverables that [Vendor Abbreviation] will provide to [Agency Abbreviation] and the tasks that [Vendor Abbreviation] will complete by the end of the engagement described in this SOW. Deliverables will be considered “complete” when all the acceptance criteria set forth in this SOW have been met or the prescribed review period for each deliverable or task has expired without written response from [Agency Abbreviation]. The task/deliverable numbers are referred to in subsequent sections throughout this SOW.

All written documents shall be delivered in machine-readable format, capable of being completely and accurately reproduced by computer software on a laser printer. All itemized and/or annotated lists shall be delivered in computer spreadsheets, capable of being imported to Microsoft Excel 2000 [or name alternative desktop software used by agency]. All meetings shall be held in ______ unless agreed to otherwise by the Project Managers. Meetings must be scheduled at least three full business days in advance, with reasonable accommodation of attendees’ schedules. All meeting results will be described in a follow-up report generated by the [Vendor Abbreviation] project manager and approved by the [Agency Abbreviation] project manager.

8.1 Deliverables and Tasks

TABLE 2

Deliverables and Tasks

1.2

Table 3 below shows the dates on which tasks and deliverables set forth in Table 2 must be delivered to [Agency Abbreviation]

8.2 Milestones

TABLE 3

Delivery Milestones

1.1

1.2

9 Payment Terms

[Vendor Abbreviation] agrees to invoice the Commonwealth for the deliverables or work completed per the requirements set forth in the appropriate Task Order. The OCA will make payments to [Vendor Abbreviation] only after receiving an accurate invoice for deliverables completed and accepted pursuant to Section VI of this SOW. Payments for specific tasks and deliverables shall be made in accordance with Table 4 below.

1.1

1.2

Payments will be made in accordance with the Commonwealth's bill paying policy.

A deliverable or task will be considered “completed” when [Agency Abbreviation] has determined that the acceptance criteria for that specific deliverable or task have been met as specified in Table 2 of this SOW.

10 KNOWLEDGE TRANSFER AND DOCUMENTATION REQUIREMENTS

[Address requirements for knowledge transfer and documentation requirements here.]

11 MAINTENANCE

[Address maintenance to be provided by vendor, if any, and cost thereof]

12 TRANSFER OF ENGAGEMENT PRODUCTS AT CONTRACT TERMINATION

[Address any special requirements for transfer of the application and/or other engagement products to the Commonwealth or to another vendor at Contract Termination.]

13 ACCESSIBILITY

This section applies only to Executive Department agencies.

13.1 Compliance with Standards

[Vendor] shall ensure that all deliverables delivered under this agreement adhere the RFR Exhibit X identifying the accessibility obligations of vendors.

13.2 Training

[Vendor] shall coordinate with [Agency] in the identification of all prospective attendees at [Vendor] training who require accommodation, and shall cooperate with [Agency] in its provision of such accommodation.

All technical and user documentation and any additional training material delivered by [Vendor] under this Agreement shall include alternative keyboard commands that may be substituted for mouse commands. Any documentation delivered under this Agreement and wholly owned by the [Agency] shall be in an agreed-upon editable format.

13.3 Software

[Vendor] shall test every software deliverable delivered under this Agreement, including the custom code created to customize commercial off the shelf software (COTS) (collectively, “Deliverables”), and any updates, new releases, versions, upgrades, improvements, bug fixes, patches or other modifications to the software (“Enhancements”) developed under this agreement, against contract requirements. At the time each such Deliverable or Enhancement is delivered to [Agency], [Vendor] shall deliver to [Agency] and the results of such testing.

Prior to commencing any configuration or design work under this Agreement, [Vendor’s] Project Manager and design professionals shall meet with [Agency]’s project manager to review the Commonwealth’s accessibility requirements and discuss their impact on the design process.

[Vendor] shall conduct testing on all third party software referenced in [Vendor’s] bid proposal that must be acquired by [Agency] through another agreement (such as the Commonwealth’s statewide software reseller agreement) in order to implement the system to be delivered by [Vendor] under this Agreement, Vendor shall cooperate with any Accessibility Testing Vendor engaged by the OCA, in the performance of testing.

[Vendor] shall be responsible for curing each instance in which its deliverables fail to comply with the Agreement

[Vendor] shall provide a credit against amounts due by [Agency] under this agreement for all testing, including repeat accessibility testing required with respect to Deliverables or Enhancements that fail initial testing. Such credits shall not exceed 5% of either (1) the total fixed price due [Vendor] under this Agreement, or (2) the total not-to-exceed amount of this Agreement if entered under a time and materials basis.

13.4 Maintenance Agreements

Any maintenance agreement entered by [Vendor] and [Agency] in connection with the system delivered under this Agreement shall require [Vendor] to cooperate with [Agency] in its efforts to resolve interoperability problems that arise during the term of the maintenance agreement related to the use of such system with specific AT in a specific IT environment.

The undersigned hereby represent that they are duly authorized to execute this SOW on behalf of their respective organizations.

[Agency Name]

[Vendor Name]

[Agency Signatory and Title]

[Vendor Signatory and Title]

Date

Date

EXHIBIT A TO SOW

Intellectual Property and Work Effort Agreement for Vendor’s Employees, Consultants, and Agents

Confidentiality, Assignment of Inventions and Representation of Non-Infringement Agreement; Other Representations

The undersigned hereby acknowledges that he or she is an employee or consultant to of the following vendor of the Commonwealth of Massachusetts:

Name of Vendor: ________________________ (“Vendor”) and desires to be assigned by the Vendor to perform services for the Commonwealth, and that the Vendor desires to assign you to perform services on one or more projects for the Commonwealth, but only under the condition that you sign this Agreement and agree to be bound by all of its terms and conditions.

NOW THEREFORE, in consideration of your assignment to work for the Commonwealth, the access you have to the confidential information of the Commonwealth, and for other good and valuable consideration, the parties agree as follows:

1. Confidentiality of the Commonwealth’s Materials. You agree that both during your assignment at the Commonwealth and thereafter you will not use for your own benefit, or divulge or disclose to anyone except to persons within the Commonwealth whose positions require them to know it, any information not already lawfully available to the public concerning the Commonwealth (“Confidential Information”), including but not limited to information regarding any website of the Commonwealth, any e-commerce products or services, any web development strategy, any financial information or any information regarding users of or vendors to the Commonwealth’s websites. Confidential Information also includes, without limitation, any technical data, design, pattern, formula, computer program, source code, object code, algorithm, subroutine, manual, product specification, or plan for a new, revised or existing product or web site; any business, marketing, financial or sales information; and the present or future plans of the Commonwealth with respect to the development of its web sites and web services.

2. All Developments the Property of the Commonwealth. All confidential, proprietary or other trade secret information and all other works of authorship, trademarks, trade names, discoveries, inventions, processes, methods and improvements, conceived, developed, or otherwise made by you, alone or with others, and in any way relating to the Commonwealth or any of its web development projects, whether or not patentable or subject to copyright protection and whether or not reduced to tangible form or reduced to practice during the period of your assignment with the Commonwealth (“Developments”) shall be the sole property of the Vendor’s customer, the Commonwealth. All copyrightable material contained within a Development during the period of your assignment with the Commonwealth are works made for hire. You bear the burden to prove that a work was not made during the period of your assignment with the Commonwealth. If a work is determined to not be made for hire or that designation is not sufficient to secure rights, to the fullest extent allowable and for the full term of protection otherwise accorded to you under such law, you shall and hereby irrevocably do, assign and transfer to the Commonwealth free from all liens and other encumbrances or restrictions, all right, title and interest you may have or come to have in and to such Development. YOU HEREBY WAIVE IN FAVOR OF THE COMMONWEALTH ANY AND ALL ARTIST’S OR MORAL RIGHTS (INCLUDING, WITHOUT LIMITATION, ALL RIGHTS OF INTEGRITY AND ATTRIBUTION) YOU MAY HAVE PURSUANT TO ANY STATE OR FEDERAL LAWS OF THE UNITED STATES IN RESPECT TO ANY DELIVERABLE AND ALL SIMILAR RIGHTS UNDER THE LAWS OF ALL OTHER APPLICABLE JURISDICTIONS. You agree to disclose all Developments promptly, fully and in writing to the Commonwealth promptly after development of the same, and at any time upon request. You agree to, and hereby do assign to the Commonwealth all your right, title and interest throughout the world in and to all Developments without any obligation on the part of the Commonwealth to pay royalties or any other consideration to you in respect of such Developments. You agree to assist the Vendor’s customer the Commonwealth, (without charge, but at no cost to you) to obtain and maintain for itself such rights.

3. Return of the Commonwealth’s Materials. At the time of the termination of your assignment with the Commonwealth, you agree to return to the Commonwealth all Commonwealth materials, documents and property, in your possession or control, including without limitation, all materials relating to work done while assigned by the Vendor to projects for Commonwealth or relating to the processes and materials of the Commonwealth. You also agree to return to the Commonwealth all materials concerning past, present and future or potential products and/or services of the Commonwealth. You also agree to return to the Commonwealth all materials provided by persons doing business with the Commonwealth and all teaching materials provided by the Commonwealth.

4. Representation of Non-Infringement. You hereby represent and warrant that, to your best knowledge, no software, no web content and no other intellectual property that you develop during your assignment to and deliver to the Commonwealth, and no Developments made by you and assigned to the Commonwealth pursuant to Section 2 above, shall infringe a patent, copyright, trade secret or other proprietary or intellectual property right of any third party.

5. No Conflicting Agreements. You represent and warrant that you are not a party to any agreement or arrangement which would constitute a conflict of interest with the obligations undertaken hereunder or would prevent you from carrying out your obligations hereunder.

6. Tax Payments. You hereby represent and warrant that you have paid all due state and federal taxes, or, if your tax status is in dispute or in the process of settlement, that you have responded as directed and within the required timeframes to all communications received from the state or federal government.

7. You acknowledge that you are not an employee of any Massachusetts state or municipal government agency, and are not entitled to any benefits, guarantees or other rights granted to state or municipal government agencies, including but not limited to group insurance, disability insurance, paid vacations, sick leave or other leave, retirements plans, health plans, or premium overtime pay. Should you be deemed to be entitled to receive any such benefits by operation of law or otherwise, you expressly waive any claim or entitlement to receiving such benefits from Massachusetts state or municipal government agencies.

8. Miscellaneous:

a. The Commonwealth is a third party beneficiary of this Agreement with full rights to enforce its terms directly

b. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, superseding any previous oral or written agreements.

c. Your obligations under this Agreement shall survive the termination of your assignment with the Commonwealth regardless of the manner of or reasons for such termination. Your obligations under this Agreement shall be binding upon and shall inure to the benefits of the heirs, assigns, executors, administrators and representatives of the parties.

d. You agree that the terms of this Agreement are reasonable and properly required for the adequate protection of our customer the Commonwealth’s legitimate business interests. You agree that in the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to be contrary to any applicable statute, law, rule, or policy or for any reason unenforceable as written, then such court may modify any of such provisions so as to permit enforcement thereof to the maximum extent permissible as thus modified. Further, you agree that any finding by a court of competent jurisdiction that any provision of this Agreement is contrary to any applicable statute, law, or policy or for any reason unenforceable as written shall have no effect upon any other provisions and all other provisions shall remain in full force and effect.

e. You agree that any breach of this Agreement will cause immediate and irreparable harm to the Vendor’s customer the Commonwealth not compensable by monetary damages and that the Commonwealth will be entitled to obtain injunctive relief, in addition to all other relief, in any court of competent jurisdiction, to enforce the terms of this Agreement, without having to prove or show any actual damage to the Commonwealth.

f. No failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof, and no delay or omission in exercising any right under this Agreement, will operate as a waiver of such terms, covenants, conditions or rights. A waiver or consent given on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

g. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the doctrine of conflicts of law. This Agreement is executed under seal.

The undersigned believes that this Agreement imposes reasonable standards of conduct for all of the employees, consultants, and agents of the vendor on assignment at the Commonwealth, and that this Agreement will serve to best protect the interests of all involved parties. If you agree with the terms set forth herein, please sign and return this Agreement.

Agreed and Accepted:

Name of Employee, Consultant, or Agent

Signature

Date

Name of Vendor

Vendor Signature

Vendor Signatory Name

Vendor Signatory Title

Vendor Signature Date