Atos to Unify Assignment 1 signed.pdf

ASSIGNMENT AGREEMENT

AMENDMENT NO.: 1

Contract No.: 43220000-NASPO-19-ACS

Contract Title: Data Communications Product and Services

This Assignment Agreement (Agreement) to Data Communications Product and Services No.

43220000-NASPO-19-ACS (Participating Addendum) is entered into by ATOS IT Solutions and Services, Inc. (Assignor), having its principal office at 4851 Regent Boulevard, Irving, TX 75063; Unify Inc., (Assignee), having its principal office at 2650 North Military Trail, Boca Raton, FL 334311 and the State of Florida Department of Management Services (Department), collectively referred to herein as the “Parties.”

WHEREAS, the Assignor entered into the Contract with the Department on September 23, 2020, and, WHEREAS, the Assignor now wishes to assign all its rights, obligations, duties, and responsibilities under the Participating Addendum to Assignee;

WHEREAS, the Assignee represents that it can assume and fully perform the Assignor ’s obligations, duties, and responsibilities under the Participating Addendum; and

WHEREAS, Section 6.2, Miscellaneous, Exhibit B, Special Contract Conditions, requires the prior written consent of the Department to assign this Participating Addendum; and, THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree that the Participating Addendum shall be amended as follows:

I. Participating Addendum. The term “Participating Addendum”, as used herein, means the Data Communications Product and Services including any amendments and purchase orders made pursuant to the Participating Addendum, either before or after the effective date of this Agreement.

II. Assignment. The Assignee accepts and agrees to be bound by and fully perform all of Assignor’s Participating Addendum obligations, duties, and responsibilities, and to abide by all terms and conditions specified in the Participating Addendum in the name of Assignor. The Assignee agrees to assume all obligations and liabilities of, and all claims against, the Assignor under the Participating Addendum as if the Assignee was the original party to the Participating Addendum.

The Parties agree that this Agreement operates as an assignment of the Participating Addendum, establishing a new contractual relationship entered into by and between the Department and the Assignee. The Assignee by this Agreement becomes entitled to all rights, titles, and interests of the Assignor in and to the Participating Addendum as if the Assignee were

DocuSign Envelope ID: ED199D16-8B16-4C02-B6F3-E5D356E6372F the original party to the Participating Addendum. Following the effective date of this Agreement, the term “Contractor,” as used in the Participating Addendum, shall refer to the Assignee.

III. Waiver. The Assignor waives all rights under the Participating Addendum as of the effective date of this Agreement.

IV. Secondary Liability. The Assignor will remain secondarily liable for performance of the

Participating Addendum.

V. Department Consent and Assignor Liability. The Department consents to the assignment.

However, the Department, in executing this Agreement, does not release Assignor from any claims or remedies it may have against Assignor arising prior to the effective date of the assignment of the Participating Addendum. The Assignor agrees to defend and indemnify the State from any and all claims; actions; judgments; liabilities; proceedings and costs, including reasonable attorneys’ fees; and other costs of defense and damages resulting from Assignor’s performance prior to the execution of this Agreement.

VI. Entire Agreement. This Agreement sets forth the understanding between the Parties regarding the subject matter hereof. Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party.

VII. Incorporation and Conflict. This Agreement is hereby made a part of this Participating Addendum. To the extent any of the terms of this Agreement conflict with the terms of the Participating Addendum, the terms of this Agreement shall control. All other terms of the Participating Addendum remain in full force and effect.

SIGNATURE PAGE IMMEDIATELY FOLLOWS

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives.

State of Florida:

Department of Management Services

Assignor: ATOS IT Solutions and Services, Inc.

By: _____________________________

Name: Terri Chason Name: Christine Gaines

Title: Bureau Chief, State Purchasing

Title: Head of Industry PS&D

Date:

Assignee: Unify Inc.

Name: Jonathan Buckle

Title: VP Sales

5/9/2024 | 1:29 PM EDT

5/9/2024 | 6:30 PM EDT

5/15/2024 | 8:32 AM EDT