Contract_Final_7-1-19_Risk-RELX_V2_signed_07022019.pdf

4833-0203-7648 v1 201903 Page 1 of 48

CONTRACT FOR ONLINE LEGAL RESEARCH TOOLS

(Contract #505505-S18-SPI0009-02)

BETWEEN

THE STATE OF WISCONSIN,

Department of Administration

AND

LexisNexis, a division of RELX Inc. and LexisNexis Risk Solutions FL. Inc.

This Contract is between the State of Wisconsin (“State”) as represented by its Department of Administration, (“State”), LexisNexis Risk Solutions FL Inc., (“LN Risk”) and LexisNexis, a division of RELX, Inc. (“LN"). Unless otherwise denoted, LN Risk and LN shall be collectively referred to as the “Contractor”; nonetheless, LN Risk and LN are distinct and separate entities and neither party is responsible nor liable for the actions or omissions of the other.

This Contract and the following documents incorporated by reference into the Contract constitute the entire agreement of the parties and supersedes all prior communications, representations or agreements between the parties, whether oral or written. This Contract, except as otherwise set forth herein, may not be modified or amended except by mutual agreement of both parties in writing. Any conflict or inconsistency will be resolved by giving precedence in the following descending order:

a. The terms of this Contract.

(i) LN Terms and Conditions for access and use of Lexis Advance and the online components Prison

Solutions services as set forth in Exhibit A1 (“LN Online Services”);

(ii) LexisNexis Risk Solutions Government Application

(iii) FCRA and Non-FCRA Permissible Use Certification – Government

(iv) FCRA and Non-FCRA Addendum to the LexisNexis Master Terms and Conditions

(v) Schedule A

(vi) Accurint Virtual Crime Center Addendum

b. Contractor Order Forms as set forth in Exhibit B respectively for each Contractor product or Service:

(i) LN’s Lexis Advance contracts as set forth in Exhibit B1

(ii) LN’s Prison Solutions contract as set forth in Exhibit B2

(iii) LN Risk's Order Form------

7/2/19

DocuSign Envelope ID: 40E997D5-639B-4570-BABC-F6CB9A706847

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IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed this Contract with full knowledge of and agreement with the terms and conditions of this Contract.

State of Wisconsin LexisNexis, a division of RELX Inc.

Signature: ___________________________ Signature: ___________________________

Agency Name: ___________________________ Company Name: ____________________________

Name: _______________________________ Name: ___________________________________

Title: __________________________________ Title: _____________________________________

Date: ________________________________ Date: _____________________________________

LexisNexis Risk Solutions FL Inc.

Signature: ___________________________

Company Name: ____________________________

Name: ___________________________________

Title: _____________________________________

Date: _____________________________________

LexisNexis, a division of RELX Inc.

Joshua Roslan

Pricing Analyst

July 2, 2019

LexisNexis Risk Solutions FL Inc.

Haywood Talcove

CEO (LNSSI)

July 2, 2019

Roslan, Joshua

(LNG-DAY)

Digitally signed by Roslan, Joshua (LNG-DAY) Date: 2019.07.02 10:07:20 -04'00'

Haywood Talcove

Digitally signed by Haywood Talcove DN: cn=Haywood Talcove, o=LNSSI, ou, email=Haywood.Talcove@LNSSI.com , c=US Date: 2019.07.02 09:34:33 -04'00'

DocuSign Envelope ID: 40E997D5-639B-4570-BABC-F6CB9A706847

Department of Administration

7/12/2019 | 5:39 PM CDT

Chris Patton

Deputy Secretary

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STATE OF WISCONSIN SERVICES CONTRACT

1. DEFINITIONS. Words and terms shall be given their ordinary and usual meanings. Unless negotiated otherwise by the parties, where capitalized, the following words and terms shall have the meanings indicated.

The meanings shall be applicable to the singular, plural, masculine, feminine and neuter.

“Acceptance” means a manifestation of assent by the State to the terms of Services, Deliverables or other items licensed by the Contractor under the Contract after Inspection by the State.

“Agency” or “State Agency” means an office, department, agency, institution of higher education, association, society or other body in the State of Wisconsin government created or authorized to be created by the State Constitution or any law, which is entitled to expend moneys appropriated by law, including the legislature and the courts, but not including an authority, as defined in Wis. Stat. s. 16.70(2).

“Business Day” means any day on which the Contracting Agency is open for business.

“Confidential Information” means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the State or the Contractor, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-public information related to the either party’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information expressly designated as confidential in writing by the either party. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

Confidential Information shall not include information that: (i) is or becomes through no improper action or inaction by the receiving party generally known to the public; (ii) was in the receiving party’s possession or known by its prior to receipt from the disclosing party; (iii) was lawfully disclosed to receiving party by a third-party and received in good faith and without any duty of confidentiality by the receiving party or the third-party; or (iv) was independently developed without use of any Confidential Information of the disclosing party by employees of the receiving party who have had no access to such Confidential Information.

“Contracted Personnel” means a Contractor’s employees or other personnel (including officers, agents and Subcontractors) provided by the Contractor specifically to render Services under this Contract.

“Contracting Agency” means the Agency entering into this Contract on behalf of the State.

“Day” means calendar day unless otherwise specified in this Contract.

“Default” means the omission or failure to provide Services as contractually required.

“Deliverables” means all project materials, including Goods, software licenses, data, and documentation created during the rendering of Services hereunder. Deliverables shall be the property of the State of Wisconsin unless otherwise specified in the Contract.

“Goods” means articles of trade or items of merchandise, supplies, raw materials, or finished products, and may also include incidental or related services as the situation may require.

“Inspection” means an examination of Deliverables or Services provided under this Contract in order to determine their fitness for use.

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“Key Personnel” means specifically identified Contracted Personnel that play a lead and critical role in rendering Services during the Contract term.

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account;

(d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

a. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

b. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the State’s Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

“Purchase Order” means the State’s standard document to access the Services, and no Purchase Order can change the terms of the Contract.

“Services” means Contractors’ online services described in this Contract and Exhibits.

“State” means the State of Wisconsin.

“Subcontract” means an agreement, written or oral between the Contractor and any other party to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means an entity that enters into a Subcontract with the Contractor for the purpose of delivering Deliverables or rendering Services to the State.

2. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Wisconsin. Venue for any action brought under this Contract shall lie in Madison, Dane County, Wisconsin.

3. TERM. The initial term of this Contract shall be November 1, 2018 through October 31, 2019 Thereafter this Contract may renew upon the agreement of both parties for a total of four additional calendar periods thereafter with each 12-month consecutive renewal period (each a “Renewal Period”) beginning on the anniversary date of the effective date of the Contract. Each party may terminate this Contract by providing the other party with no less than 30 days prior written notice to the other of its intent not to renew the Contract before the start of the any Renewal Period provided, however, that any term provided on an exhibit (the “Exhibit” Term”) shall apply to the Contractor Services provided under such Exhibit until the expiration of that Exhibit Term. Upon expiration of any Exhibit Term, these Contract Terms shall continue in effect for so long as Contractor is providing services for Customer.

4. TERMINATION FOR CAUSE. The State may terminate this Contract after providing the Contractor with thirty

(30) Days written notice of the Contractor’s right to cure a failure of the Contractor to perform under the terms of this Contract.

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The Contractor may terminate this Contract after providing the State with sixty (60) Days written notice of the State’s right to cure a failure of the State to perform under the terms of this Contract.

5. TERMINATION FOR CONVENIENCE. The State may terminate this Contract at any time, without cause, by providing a written notice to the other party at least thirty (30) Days in advance of the intended date of termination. However, such termination shall not terminate any agreements that Contractor has with any State agencies created under this Contract if those State agency agreements with Contractor do not otherwise extend beyond the Term of this Contract as originally negotiated.

Contractor may terminate this Contract at any time, without cause, by providing a written notice to the other party at least thirty (30) Days in advance of the intended date of termination.

In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for Services provided up to the date of termination.

6. CONTRACT CANCELLATION:

(a) The State reserves the right to cancel this Contract in whole or in part without penalty, and without prior notice, if the Contractor:

Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity

Makes an assignment for the benefit of creditors

Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contract;

Fails to maintain the confidentiality of the State’s information that is considered to be Confidential Information, or

Performs in a manner that threatens the health or safety of a State employee, citizen, or customer.

(b) The State reserves the right to cancel this Contract in whole or in part without penalty, with 30 days’ notice, if the Contractor:

Fails to follow the sales and use tax certification requirements of s. 77.66 of the Wisconsin Statutes;

Incurs a delinquent Wisconsin tax liability;

Fails to submit a non-discrimination or affirmative action plan as required herein.

Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law); or

Becomes a state or federally debarred contractor.

7. POST CONTRACT OBLIGATIONS. Upon the termination of this Contract for any reason, or upon Contract expiration, each party shall be released from all obligations to the other party arising after the date of termination or expiration, except for those that by their terms survive such termination or expiration.

8. CONTRACTOR COMPLIANCE AND RESPONSIBILITY FOR ACTIONS. The Contractor shall at all times comply with and observe all federal, state, and local laws, ordinances, and regulations that are in effect during the term of this Contract that may affect the Contractor’s work or obligations hereunder.

The Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors.

Neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the State.

9. DELAY AND REMEDY. Reserved.

10. WORK CENTER CRITERIA. Reserved.

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11. NON-APPROPRIATION. The State reserves the right to cancel this Contract in whole or in part without penalty if the Legislature fails to appropriate funds necessary to complete the Contract.

12. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:

Worker's compensation insurance, as required under Chapter 102 of the Wisconsin Statutes, for all of the Contractor’s employees and Contracted Personnel engaged in the work performed under this Contract;

Commercial liability, bodily injury and property damage insurance against any claim(s) that may occur in carrying out the terms of this Contract, with a minimum coverage of one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations; and

Motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out the terms of this Contract, with a minimum coverage of one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

Certificate of Insurance, showing up-to-date coverage, shall be on file in the Contracting Agency before the Contract may commence. (if applicable)

The State reserves the right to require higher or lower insurance limits, where warranted.

13. NONDISCRIMINATION AND AFFIRMATIVE ACTION. The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, national origin, developmental disability as defined in § 51.01(5), Wis. Stats., or sexual orientation as defined in §111.32(13m), Wis. Stats. This provision shall include, but is not limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor shall take affirmative action to ensure equal employment opportunities.

Unless exempted by workforce size (50 or fewer employees) or Contract amount ($50,000 or less), the Contractor must submit a written affirmative action plan to the State.

The Contractor shall post a notice provided by the State, setting forth the provisions of the State's nondiscrimination laws, in its workplace, website or conspicuous places in order that the Contractor’s employees and applicants for employment are able to read it.

Failure to comply with the conditions of this provision may result in the following consequences:

termination of this Contract as provided in Section 6, Contract Cancellation herein, designation of the Contractor as "ineligible" for future consideration as a responsible, qualified bidder or proposer for State contracts, or withholding of a payment due under the Contract until the Contractor is in compliance

Effective October 27, 2017, consistent with 2017 Wisconsin Executive Order 261, Contractor agrees it is not engaged in a boycott of the State of Israel and further, Contractor will not during the term of the Contract engage in a boycott of the State of Israel. State agencies may not execute a contract and reserve the right to terminate an existing contract with a business entity that is not compliant with this provision. This provision applies to all contracts of all values.

14. STATE PAYMENT OFFSETS FOR CONTRACTOR’S DELINQUENCY. The State shall offset payments made to the Contractor under this Contract in an amount necessary to satisfy a certified or verifiable delinquent payment owed to the State, or to any state or local unit of government. The State also reserves the right to cancel this Contract as provided in Section 6, Contract Cancellation, if the delinquency is not satisfied by the offset or other means during the term of the Contract.

15. CONTRACTOR INDEMNIFICATION. Contractor shall hold the State harmless and shall defend and indemnify the State, its Agencies, officers and employees against any and all claims, suits, actions, liabilities and costs of

4833-0203-7648 v1 201903 Page 7 of 49 any kind, including attorney's fees, for personal injury or damage to property arising from the acts or omissions of the Contractor, its agents, officers, employees or Subcontractors.

16. CONFIDENTIAL INFORMATION.

(a) Disclosures.

In connection with the Contractor’s performance hereunder, it may be necessary for one party to disclose (“Discloser”) Confidential Information to the other party (“Recipient”). The Recipient shall not use such information for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. The Recipient shall hold all such information in confidence, and shall not disclose such information to any persons other than those in its organization who have a business-related need to have access to such information in furtherance of the limited purposes of this Contract and who are under obligations of confidentiality with Recipient.

Recipient shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of such information while in its possession or control, including transportation, whether physically or electronically.

Contractor shall ensure that all indications of confidentiality contained on or included in any item of such information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the State, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain such information of the State, as directed.

The Recipient shall maintain all such information for a period of six (6) years from the date of termination of this Contract and shall thereafter return or destroy said information as directed by the Discloser.

(b) Equitable Relief; Indemnification in Event of Contractor Breach.

Equitable Relief: The parties acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the Discloser, which injury will not be compensable by money damages and for which there may not an adequate remedy available at law. Accordingly, the parties specifically agree that the Discloser, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Contract or under applicable law.

17. INTELLECTUAL PROPERTY INFRINGEMENT AND LABOR STANDARDS. The Contractor guarantees that any items provided to the State hereunder were manufactured or produced in accordance with applicable state and federal labor laws, and that the sale or use of said items shall not infringe any issued United States patent, copyright, or other intellectual property rights of others. The Contractor shall at its own expense indemnify, defend and hold the State harmless from any claims brought against the State for any allegedly issued United States patent, copyright or other intellectual property right infringement due to the sale or use of such items, provided that the Contractor is promptly notified of such suit, and is given all related documents and the State cooperates with Contractor in the defense of any such actions. The Contractor shall pay all reasonable costs and damages recoverable in any such infringement lawsuit.

18. RENDERING OF SERVICES. The Contractor shall render Services with all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to the State’s satisfaction; the State’s decision in that regard shall be final and conclusive. The State may inspect, observe and examine the performance of the Services rendered on the State's premises as provided herein. The State may inspect, observe and examine the performance of Contractor’s Services during regular business hours, with ten (10)

4833-0203-7648 v1 201903 Page 8 of 49 days prior written notice, at the State’s premises. Inspection, observation, and examination of performance of Contractor’s Services shall be subject to the execution of a separate non-disclosure confidentiality agreement and the Contractor’s security policies. Such access shall be limited to those areas and records related to the services provided to the State under this Agreement. No documents shall be allowed to be copied or removed from the Contractor’s premises. The State does not have the right to review any Contractor confidential information if such access would require the information to become publicly available.

If the State notifies the Contractor that any part of the Services rendered are inadequate or in any material way differ from the Contract requirements for any reason other than as a result of the State’s Default or negligence, appropriate credits shall be provided.

19. CONTRACTOR PERSONNEL.

(a) Identification. If requested by the State, the Contractor shall provide a list of the names and addresses of all Contractor’s employees, Contracted Personnel, or Subcontractor’s employees who may at any time require admission to the State’s premises in connection with the rendering of Services, specifying each such person’s connection to the Contractor, the role the person is to take in the performance of the Contract, and other particulars as the State may require.

The State reserves the right to refuse to admit to the State's premises any person employed or contracted by the Contractor whose admission, in the sole opinion of the State, would be undesirable.

(b) Right to Approve Changes of Contracted Personnel. Reserved.

(c) Contracted Personnel Removal. The State may direct the Contractor to remove or reassign Key or Contracted Personnel at the State's discretion; however, the State's right to do so does not implicate the State as a party to any of the Contractor's obligations in the Contract. The State may request that a Contracted Personnel be replaced within ten (10) Business Days from such removal.

(d) Identification of Contracted Personnel. The Contractor shall furnish each Contracted Personnel with a means of identifying themselves as agents, Subcontractors, or employees of the Contractor assigned to perform Services under the Contract and furnish the State with security credentials on these Contracted Personnel, if requested.

(e) Background or Criminal History Investigation. Prior to the commencement of any Services under this Contract, the State may request that Contractor conduct a background or criminal history investigation of Contracted Personnel, and Subcontractor’s employees, who will be providing Services to the State under the Contract. The Contractor shall be responsible for assuring that all persons, whether they are employees, agents, subcontractors, or anyone acting for or on behalf of the Contractor, are properly licensed, certified, or accredited as required under applicable state law. Contractor will screen its employees in accordance with its internal security policies. Contractor will not disclose the results of any background checks but can confirm that a background check was completed.

20. SHIPPING. Except as otherwise specified herein, Deliverables shall be shipped, F.O.B. Destination, and the State shall accept legal title of Deliverables at the point of delivery. Freight charges shall not be paid by the State, but rather shall be prepaid by the Contractor. Unless otherwise specified, the Contractor shall determine the mode of freight and shall accept responsibility for payment of freight charges and processing of freight claims.

21. RISK OF LOSS. The Contractor shall bear all risks of loss, injury or destruction of the Deliverables ordered herein that occur prior to delivery. Such loss, injury or destruction shall not release the Contractor from any obligation hereunder.

22. IDENTIFICATION. All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting an order hereunder shall contain the applicable State Purchase Order number.

Packing lists shall be enclosed in each and every box or package shipped pursuant to an order, indicating the contents therein. Standard commercial packaging, packing and shipping containers shall be used. If requested by the State, all shipping containers shall be legibly marked or labeled on the outside with State Purchase Order number, product description, and quantity, or as otherwise directed by the State.

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23. LIENS, CLAIMS AND ENCUBRANCES. Reserved.

24. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILTY.

DISCLAIMER OF WARRANTIES. CONTRACTOR (SOLELY FOR PURPOSES OF INDEMNIFICATION,

DISCLAIMER OF WARRANTIES, AND LIMITATION ON LIABILITY, LN, LN RISK ,ITS SUBSIDIARIES AND AFFILIATES, AND ITS DATA PROVIDERS ARE COLLECTIVELY REFERRED TO AS “CONTRACTOR”) DOES NOT

MAKE AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE

CONTRACTOR SERVICES. CONTRACTOR DOES NOT WARRANT THE CORRECTNESS, COMPLETENESS,

MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTRACTOR SERVICES OR INFORMATION PROVIDED THEREIN. Due to the nature of public record information, the public records and commercially available data sources used in the Contractor Services may contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. The Contractor Services are not the source of data, nor are they a comprehensive compilation of the data. Before relying on any data, it should be independently verified.

LIMITATION OF LIABILITY. Neither Contractor, nor its subsidiaries and affiliates, nor any third-party data provider shall be liable to Customer (or to any person claiming through Customer to whom Customer may have provided data from the Contractor Services) for any loss or injury arising out of or caused in whole or in part by use of the Contractor Services. If, notwithstanding the foregoing, liability can be imposed on Contractor, Customer agrees that Contractor’s aggregate liability for any and all losses or injuries arising out of any act or omission of Contractor in connection with anything to be done or furnished under these Contract Terms, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed the amount of fees actually paid by Customer to Contractor under this Agreement during the six (6) month period preceding the event that gave rise to such loss or injury. IN NO EVENT SHALL Contractor BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCURRED BY CUSTOMER.

25. RECEIPT OF GOODS. Reserved.

26. PERFORMANCE. Services rendered under this Contract shall be performed in a timely, professional and diligent manner in substantial conformity with the strictest quality standards mandated or recommended by all generally recognized organizations establishing quality standards for the type of Services to be rendered hereunder. Contractor will use commercially reasonable efforts to deliver the Contractor Services requested by Customer and to compile information gathered from selected public records and other sources used in the provision of the Contractor Services; provided, however, that the Customer accepts all information “AS IS”.

Customer acknowledges and agrees that Contractor obtains its data from third party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on Contractor for the accuracy or completeness of information supplied through the Contractor Services. Without limiting the foregoing, the criminal record data that may be provided as part of the Contractor Services may include records that have been expunged, sealed, or otherwise have become inaccessible to the public since the date on which the data was last updated or collected. Customer understands that Customer may be restricted from accessing certain Contractor Services which may be otherwise available. Contractor reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the Contractor Services. In the event that Contractor discontinues a material portion of the materials and features that Customer regularly uses in the ordinary course of its business, and such materials and features are part of a flat fee subscription plan to which Customer has subscribed, Contractor will, at Customer’s option, issue a prorated credit to Customer’s account. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its Subcontractors render Services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and State or Agency work rules where applicable.

Without limiting the foregoing, the Contractor shall control the manner and means of the Services rendered so as to do so in a reasonably safe manner and in compliance with all applicable codes, regulations and requirements imposed or enforced by any government agencies, including all applicable requirements of the

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Occupational Safety and Health Administration (OSHA) and all safety codes and procedures mandated or recommended by insurance underwriting organizations and all generally recognized organizations establishing safety standards, including without limitation the National Fire Protection Association.

Notwithstanding the foregoing, any stricter standard provided in plans, specifications or other documents incorporated as part of this Contract shall govern.

27. SPECIFICATIONS. The apparent silence of the State's specifications as to any detail, or the apparent omission of a detailed description concerning any matter, shall be regarded as meaning that only the best commercial practice shall be followed. Upon any notice of noncompliance provided by the State, Contractor shall supply proof of compliance with the specifications. Contractor shall provide written notice of its intent to deliver alternate or substitute Services or Deliverables. Alternate or substitute Services or Deliverables may be accepted or rejected in the sole discretion of the State; and any such alternates or substitutes shall be accompanied by Contractor's certification and evidence satisfactory to the State that the function, characteristics, performance and endurance shall be equal or superior to the original Services or Deliverables specified

28. TRANSITION SERVICES. Upon cancellation, termination, or expiration of this Contract for any reason, the Contractor shall provide at reasonable costs such reasonable cooperation, assistance and Services, and shall assist the State in the migration of the State's production operations to the State's control or to the control of an alternative contractor upon written notice to the Contractor at least thirty (30) Business Days prior to termination or cancellation, and subject to the terms and conditions set forth herein. This Contract shall automatically be extended by the number of days that training or continued Services are necessary to be performed in order to complete the transition.

29. INDEPENDENT CONTRACTOR. The Contractor shall act as an independent contractor in rendering any and all Services under this Contract and, except as otherwise outlined herein, shall maintain complete control over its employees, Contracted Personnel, and Subcontractors, if any.

30. COOPERATION WITH OTHER CONTRACTORS. In the event that the State enters into a contract with another contractor for additional Services, the Contractor shall ensure that Contracted Personnel fully cooperate with such other contractor. Contracted Personnel shall not commit any act that interferes with the rendering of Services by any other contractor or by the State. Contracted Personnel shall cooperate with State personnel, hardware manufacture representatives, system software suppliers, and communications systems suppliers in the provision of Services to the State. Contracted Personnel’s right to access Contractor Confidential Information including proprietary data shall be subject to the execution of a separate non-disclosure confidentiality agreement and the Contractor’s security policies

31. STATE EMPLOYEES. The Contractor may not contract with or employ a State employee or an individual retained as a full-time contractor by the State during the term of this Contract.

32. ANTITRUST ASSIGNMENT. By entering into this Contract, the Contractor conveys, sells, assigns and transfers to the State all rights, title and interest in and to all causes of action, claims and demands of whatever nature it may now have or hereafter acquire under the antitrust laws of the United States and the State, relating specifically to that proportionate amount of the particular Deliverables or Services purchased or acquired by the State under this Contract.

33. REFUND OF CREDITS. Credits shall be provided in the applicable statement of work and service level agreements.

OWNERSHIP RIGHTS. State agrees that State shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the Contractor Services. State acknowledges that Contractor (and/or its third party data providers) shall retain all right, title, and interest under applicable contractual, copyright, patent, trademark, Trade Secret and related laws in and to the Contractor Services and the information that they provide. State shall use such materials in a manner consistent with Contractor’s interests and the terms and

4833-0203-7648 v1 201903 Page 11 of 49 conditions set forth in the Exhibits herein and shall promptly notify Contractor of any threatened or actual infringement of Contractor's rights.

34. PROMPT PAYMENT AND PRICING. The State shall pay the Contractor’s Properly-submitted Invoices within thirty (30) Days of receipt, provided that the Deliverables or Services to be provided to the State have been delivered, rendered, or installed, and accepted as specified in the solicitation document, Statement of Work (SOW) or this Contract.

If the State fails to pay a Properly-submitted Invoice within thirty (30) Days of receipt, it shall pay a late payment penalty as provided in §16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to §16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and will be exempt from the prompt payment requirement for the disputed portion.

35. STATE TAX EXEMPTION. The State is exempt from payment of Wisconsin sales or use tax on all purchases.

36. PROMOTIONAL ADVERTISING AND NEWS RELEASES. Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited. News releases or release of broadcast e-mails pertaining to this Contract shall not be made without prior written approval of the State.

37. NOTICE AND CHANGE OF CONTACT INFORMATION. Any notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery or three (3) Business Days after mailing by postal service, certified or registered mail-receipt requested.

In the event the Contractor moves, or updates contact information, the Contractor shall inform the State of such changes in writing within ten (10) Business Days. The State shall not be held responsible for payments on Purchase Orders delayed due to the Contractor’s failure to provide such notice

38. RECORDS, RECORDKEEPING AND RECORD RETENTION. Pursuant to §19.36 (3) of the Wisconsin Statutes, all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request. If the State is bound by the Freedom of Information Act, 5 U.S.C. 552, or other federal, state, or municipal open records laws or regulations which may require disclosure of Contractor’s records, and disclosure thereunder is requested, State agrees that it shall notify Contractor in writing and provide Contractor an opportunity to object, if so permitted thereunder, prior to any disclosure.

The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Contract. All expenditure records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP). All procedures shall be in accordance with federal, State and local laws or ordinances. The Contractor, following final payment, shall retain all records produced or collected under this Contract for six (6) years.

39. EXAMINATION OF RECORDS. Upon no less than 14 days prior written notice, once annually, during regular business hours, the State shall have limited access to and the right to examine and audit at the State’s expense, on Contractor's premises, any of the relevant Contractor’s records involving transactions directly pertinent to this Contract. Access to the Contractor’s records shall be subject to the execution of a separate non-disclosure confidentiality agreement and the Contractor’s security policies. Such access shall be limited to those records related to the services provided to the State under this Agreement. No documents shall be allowed to be copied or removed from the Contractor’s premises. The State does not have the right to review any Contractor confidential information if such access would require the information to become publicly available.

40. BREACH NOT WAIVER. A failure to exercise any right, or a delay in exercising any right, power or remedy hereunder on the part of either party shall not operate as a waiver thereof. Any express waiver shall be in writing and shall not affect any event or Default other than the event or Default specified in such waiver. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The making of any payment to the Contractor

4833-0203-7648 v1 201903 Page 12 of 49 under this Contract shall not constitute a waiver of Default, evidence of proper Contractor performance, or Acceptance of any defective item or work furnished by the Contractor.

41. ASSIGNMENT OF CONTRACT. Except to a successor-in-interest, the Contractor shall provide prior written notice to the State before assigning this Contract to another party. The terms and conditions of this Contract as well as any rights obligations and liabilities associated with such shall survive any and all assignments, mergers, or acquisitions by a third party until cancelled in writing by both parties.

Neither these Contract Terms nor the license granted herein may be assigned by Customer, in whole or in part, without the prior written consent of Contractor. The dissolution, merger, consolidation, reorganization, sale or other transfer of assets, properties, or controlling interest of twenty percent (20%) or more of Customer shall be deemed an assignment for the purposes of these Contract Terms. Any assignment without the prior written consent of Contractor shall be void.

42. SEVERABILITY. If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect. The invalid provision shall be replaced by a valid provision that comes closest in intent to the invalid provision.

43. CONTRACT DISPUTE RESOLUTION. In the event of any dispute or disagreement between the parties under this Contract, whether with respect to the interpretation of any provision of this Contract, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, or in the case of misappropriation of Contractor’s intellectual property including Contractor’s proprietary or licensed data, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Contracting Agency, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely.

(a) No Termination or Suspension of Services: Except in the event of a security breach whereupon Contractor may suspend or terminate Services if any problem or dispute arises between the parties, in no event nor for any reason and unless and until authorized by a court of competent jurisdiction, shall Contractor interrupt the performance of the Services or any other obligation hereunder, disable any equipment used in the Services, or perform any other action that prevents, slows down, or reduces in any way the performance of the Services or the State’s ability to conduct its business.

44. NO GUARANTEE OF QUANTITY. The State may obtain related Deliverables and Services from other sources during the term of this Contract. In the absence of an agreed upon minimum contracted amount, the State makes no express or implied warranties whatsoever that any particular quantity or dollar amount of Deliverables or Services will be procured through this Contract.

45. TERMINATION OF PURCHASE ORDER. The State may terminate a specific Purchase Order issued under this Contract if it determines that the Contractor is unable to render the Services as required in a timely manner, in order to meet the business needs of the State.

46. FORCE MAJEURE. Neither party shall be in Default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

4833-0203-7648 v1 201903 Page 13 of 49

47. TIME IS OF THE ESSENCE. Timely provision of Services or Deliverables required under this Contract shall be of the essence of the Contract, including the provision of Services or Deliverables within the time agreed or on a date specified.

48. NO AGENCY RELATIONSHIP. The Contractor shall not take any action, or make any omission, that may imply, or cause others reasonably to infer that the Contractor is acting as the State’s agent in any matter or in any way not expressly authorized by this Contract.

49. DISCLOSURE. If a state public official (as defined in §19.42 (14) of the Wisconsin Statutes) or an organization in which a state public official holds at least a 10% interest is or becomes a party to this Agreement, it shall be voidable by the State unless appropriate disclosure is made to the State of Wisconsin Government Accountability Board, 212 East Washington Avenue, Madison, Wisconsin 53703 (Telephone 608-266-8005).

50. ADDITIONAL TERMS. Except as provided in or a part of the the Services, no “Shrink-Wrap,” “Click-Wrap” or other terms and conditions or agreements (“Additional Terms”) unilaterally provided with any products or software hereunder shall be binding on the State. Except for the Contractor’s agreements and licenses, all such additional terms shall be of no force or effect and shall be deemed rejected by the State in entirety.

51. THIRD PARTY AGREEMENTS. Where the Contractor proposes to add equipment and/or services to the Contract during the term that would require a 3rd party agreement, the Contractor must provide the agreement(s) to the DOA Contract Administrator for review, negotiation and approval. The State retains the right to determine which agreements are in the best interest of the State and which shall be offered under the Contract. The State is the sole determinant of its best interest.

52. THIRD PARTY SOFTWARE. In the event Contractor provides any third party software to the State in connection with this Contract, the following shall apply: (1) Contractor shall specifically identify in writing all third party software associated with the software, (2) Contractor shall attach written copies of all third party license agreements applicable to the State; and (3) Contractor warrants that (i) it has the right to license third party software licensed to the State under this Agreement; (ii) to the best of Contractor' knowledge, the third party software does not, and the use of the third party software by the State as contemplated by the Contract, will not infringe any intellectual property rights of any third party; and (iii) unless specifically provided otherwise herein, the State shall have no obligation to pay any third party fees, royalties, or other payments for the State’s use of any third party software in accordance with the terms of the Contract. Contractor shall support and maintain all such third party software to the same extent as its software.

53. INFRINGEMENT INDEMNIFICATION. To the best of Contractor’s knowledge, the State’s permitted use of licensed software shall not infringe the intellectual property rights of any third party. If a third party makes a claim against the State that any information, design, specification, instruction, software, data, or material furnished by Contractor and used by the State infringes its intellectual property rights, Contractor shall indemnify and at its own expense (including payment of attorney’s fees, expert fees and court costs) defend the State against any loss, cost, damage, liability or expense from any and all third party claims that the license software infringes any patent, copyright, trade secret or other proprietary right of a third party and shall indemnify and hold harmless the State from any amounts assessed against them in a resulting judgment or amounts to settle such claims provided that the State does the following:

notifies Contractor promptly in writing, not later than thirty (30) days after the State receives notice of the claim (or sooner if required by applicable law);

gives Contractor sole control of the defense and any settlement negotiations; and gives Contractor the information, authority, and assistance the provider needs to defend against or settle the claim.

If licensed software is, or is likely to be, the subject of an infringement claim, or Contractor believes or it is determined that any of the material may have violated someone else’s intellectual property rights, Contractor, 4833-0203-7648 v1 201903 Page 14 of 49 at its expense, shall choose to either (i) modify the material to be non-infringing (while substantially preserving its utility or functionality) (ii) obtain a license to allow for the State’s continued use, or (iii) replace the licensed software with another system or components of comparable quality and functionality.