Data_Security_and_Privacy_Terms_-_ODOT_use_for_nonconfidential_data (1).docx

DATA SECURITY AND PRIVACY TERMS

These Data Security and Privacy Terms (“Terms”) describe the responsibilities for the Contractor relating to State information security and privacy standards and requirements for all proposed solutions, whether cloud, on-premises, or hybrid based. These Terms apply to all work, services, and personnel across all environments, and State of Ohio (“State”) and Contractor locations (e.g., cloud (Software as a Service, Platform as a Service, or Infrastructure as a Service), on-premises, or hybrid) along with the computing elements that the Contractor will perform, provide, occupy, or utilize in performing the work, and any Contractor access to State resources in conjunction with the delivery of work.

The Contractor must comply with these Terms as they apply to the services being provided to the State. The Contractor is responsible for maintaining information security in any environments under the Contractor’s management in accordance with these Terms.

These Terms are in addition to the Contract terms and conditions. In the event of a conflict between the Contract and these Terms, the most stringent standard will prevail.

Definitions

1. Contract means the contract entered into between the Contractor and the State to which these Terms are attached and/or incorporated.

2. Contract Data means State Data that the Contractor has access to, transmits, processes, possesses, creates or stores in providing services to the State.

3. Contractor means the person or entity with whom the State has entered into the Contract and, for purposes of these Terms, includes subcontractors or other personnel under the authority or control of the Contractor performing the work or providing the services under this Contract.

4. Personally Identifiable Information as defined in the Ohio Revised Code means information that can be used directly or in combination with other information to identify a particular individual. It includes:

A. A name, identifying number, symbol, or other identifier assigned to a person, B. Any information that describes anything about a person, C. Any information that indicates actions done by or to a person, D. Any information that indicates that a person possesses certain personal characteristics.

5. Security Event is any observable occurrence that is relevant to information security within normal operational noise levels and below pre-defined incident thresholds that does not adversely impact or potentially impact Contract Data or information systems.

6. Security Incident means there is successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.

7. State Data means all data and information provided by, created by, created for, or related to the activities of the State and any information from, to, or related to all persons that conduct business or personal activities with the State, including, but not limited to Confidential Data. All State Data is and will remain the property of the State and, unless specifically provided otherwise in the Contract, Contractor acquires no right, title, or interest in or to State Data.

8. Confidential Data means any type of data that is required to be protected by law or regulation, is intended for confidential use, and may not be copied or removed from the State’s operational control without authorized permission. Confidential Data includes data that, if compromised, may result in loss of life, serious injury, or other harm to an individual or group, or disruption to critical State operations. Confidential Data is included in the definition of Confidential Information in the Contract.

Confidential Data includes, but is not limited to:

A. Personally Identifiable Information (PII);

B. Student information under the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g);

C. Federal Tax Information (FTI) under IRS Publication 1075 - Tax Information Security Guidelines for federal, state, and local agencies;

D. Protected Health Information (PHI) under the Health Insurance Portability and Accountability Act (45 CFR Part 160 and Subparts A, C, and E of Part 164); United States Code 42 U.S.C. 1320d through 1320d-9 (HIPAA); and Code of Federal Regulations for Public Health and Public Welfare: 42 C.F.R. 431.300, 431.302, 431.305, 431.306, 435.945, 45 C.F.R. 164.502(e) and 164.504(e);

E. Criminal Justice Information (CJI) under the Federal Bureau of Investigation’s Criminal Justice Information Services (CJIS) Security Policy available at https://le.fbi.gov/cjis-division/cjis-security-policy-resource-center;

F. Payment Card Industry Data Security Standards (PCI DSS);

G. Social Security Administration (SSA) Data which is data received by the State from the Social Security Administration in accordance with the current Computer Matching and Privacy Protection Act between the State of Ohio and the Social Security Administration; and H. Other types of information not associated with an individual such as security and infrastructure records, trade secrets, and business bank account information.

9. State IT Security Policies and Standards means the policies and standards available at https://das.ohio.gov/technology-and-strategy/information-security-privacy/information-security-governance.

Requirements

1. The Contractor’s Responsibilities Generally

At a minimum, the Contractor must maintain the security of Contract Data in accordance with the moderate level security baseline of the current published version of the National Institute of Standards and Technology Special Publication 800-53, “Security and Privacy Controls for Federal Information Systems and Organizations,” (NIST 800-53). In the alternative, the Contractor may maintain the security of Contract Data in accordance with International Organization for Standardization 27001 (ISO 27001) if the Contractor implements the additional necessary controls to achieve compliance with the requirements of NIST 800-53. Hereinafter, references in these Terms to “NIST 800-53" means both of the frameworks defined in this paragraph.

The Contractor must implement the information security policies, standards, and capabilities set forth in the Contract, support the State’s adherence to the State IT Security Policies and Standards, and use procedures in a manner that does not diminish established State capabilities and standards.

If the Contractor accesses the State’s facilities or networks, or provides products, solutions, or services that will be implemented or integrated in the State’s controlled environment, the Contractor must ensure its products, solutions, or services comply with State IT Security Polices and Standards, as appropriate (available at the link provided above in the definition of State IT Security Policies and Standards).

The Contractor’s information security and technology responsibilities with respect to the work and services the Contractor is providing to the State include the following, where applicable:

A. Assist in the implementation of associated security procedures with the State’s review and approval, including physical access requirements, User ID approval procedures, and a Security Incident action and response plan.

B. Support implementation and compliance monitoring as per the State IT Security Policies and Standards.

C. Upon identification of a potential issue with maintaining an “as provided” State infrastructure element in accordance with a more stringent State level security policy, the Contractor must identify and communicate the nature of the issue to the State, and, if possible, outline potential remedies for consideration by the State.

2. Protection and Handling of Contract Data

The Contractor must maintain an information security program made up of policies, procedures, technical and organizational safeguards, and training designed to protect Contract Data against unauthorized loss, destruction, alteration, access, or disclosure. To protect Contract Data, the Contractor must use due diligence to ensure that computer and telecommunications systems and services involved in storing, using, or transmitting Contract Data are secure and prevent Contract Data from unauthorized disclosure, modification, use, or destruction. To accomplish this, the Contractor must adhere to the following requirements regarding Contract Data in addition to the confidentiality requirements in the Contract:

A. Assume all Contract Data is both confidential and critical for State operations.

B. Maintain, in confidence, Contract Data it may obtain, maintain, process, or otherwise receive from or through the State during the term of the Contract and pursuant to the provisions of the Contract and these Terms.

C. Use and permit its employees, officers, agents, and subcontractors to use any Contract Data received from the State solely to perform its obligations under the Contract.

D. Not sell, rent, lease, disclose, or permit its employees, officers, agents, and subcontractors to sell, rent, lease, or disclose, any Contract Data to any third party, except as permitted under the Contract or required by applicable law, regulation, or court order.

E. Take all commercially reasonable steps to (a) protect the confidentiality of Contract Data received from the State and (b) establish and maintain physical, technical, and administrative safeguards to prevent unauthorized access by third parties to Contract Data received by the Contractor from the State.

F. Apply appropriate risk management techniques to balance the need for security measures against the sensitivity of Contract Data.

G. Ensure that the Contractor’s internal security policies, plans, and procedures address the basic security elements of confidentiality, integrity, and availability of Contract Data, and periodically review and update these policies, plans, and procedures as needed.

All Contract Data at rest in systems supporting the Contractor’s services must reside within the contiguous United States with a minimum of two data center facilities at two different and distant geographic locations, ensuring physical and environmental protection controls are implemented as defined in State IT Security Policy 2100-15, and be handled in accordance with the requirements of these Terms at all Contractor locations. All Contract Data that is not classified as public by the State must be encrypted at rest and while in transit utilizing industry standards that meet Federal Information Processing Standards (FIPS) validated algorithms and comply with State IT Security Policy IT-14, Securing Confidential Data.

If the Contractor will be accessing, processing, transmitting, possessing, creating, or storing Confidential Data, the State may require additional documentation from the Contractor and/or input to complete State documentation.

3. Security Standards and Warranties

All solutions shall operate at the moderate level baseline as defined in the current published version of NIST 800-53, be consistent with Federal Information Security Management Act, 44 U.S.C. § 3551 et seq. (FISMA 2014) requirements and offer a customizable and extendable capability based on open-standards APIs that enable integration with third party applications.

The Contractor’s information security program must be designed to protect Contract Data by implementing an industry security and privacy standard including, at a minimum:

A. Security and confidentiality of Contract Data.

B. Protection against anticipated threats or hazards to the security or integrity of Contract Data.

C. Protection against unauthorized access to, disclosure of, or use of Contract Data.

D. Giving access to Contract Data only to those individual employees, officers, agents, and subcontractors who need to know such information in connection with the performance of the obligations under the Contract.

E. Cooperating with any attempt by the State to monitor compliance with the foregoing obligations as reasonably requested by the State.

F. Promptly destroying or returning to the State, in a format designated by the State, all Contract Data received from or through the State upon completion of the work under the Contract or upon termination or expiration of the Contract. Notwithstanding the foregoing, the Contractor may keep a copy of the Contract Data to comply with contractual, legal, or record keeping obligations, and any such retained Contract Data is subject to the requirements of this Contract for so long as the Contractor has the Contract Data in its possession.

G. Maintaining appropriate and effective business continuity and disaster recovery plans to ensure resiliency of Contract Data and business operations.

H. Maintain a privacy policy that includes, at a minimum, processes for the State to obtain individual privacy consent for the use of PII, at the determination of the State, and to respond to individuals’ requests to access, correct, and delete their PII unless otherwise expressly agreed to in the Contract. All PII, including PII that has been de-identified, is considered Contract Data and Confidential Information under this Contract.

The Contractor must scan all source code for vulnerabilities, including before and after any source code changes are made, must promptly remediate vulnerabilities, and/or provide the State with patches to address the vulnerabilities at no cost to the State. The Contractor must follow best practices for application code review and the most current version of the Open Source Foundation for Application Security (OWASP) top 10.

In addition to the warranties provided and pursuant to the terms of the warranties section of the Contract (i.e., notification, correction, and indemnification), the Contractor warrants that its software is free from viruses, malware, and other harmful or malicious code.

4. Permitted Disclosure to Third Parties

Disclosure of Contract Data is permitted as set forth in the Contract. Additionally, disclosure of Contract Data is also permitted when required by applicable law, regulation, court order, or subpoena. If the Contractor or any of its representatives are ordered or requested to disclose any information provided by the State, whether Confidential Data or otherwise, pursuant to court or administrative order, subpoena, summons, or other legal process or otherwise believes that disclosure is required by any law, ordinance, rule or regulation, the Contractor must notify the State within 24 hours of receipt of the order or request in order for the State to seek a protective order or take other appropriate action, as desired. The Contractor must also cooperate in the State’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the information provided by the State.

If, in the absence of a protective order, the Contractor is compelled as a matter of law to disclose the information provided by the State, the Contractor may disclose to the party compelling disclosure only the part of such information as is required by law to be disclosed (in which case, prior to such disclosure, the Contractor must advise and consult with the State and its counsel as to the scope of such disclosure and the nature of wording of such disclosure) and must use commercially reasonable efforts to obtain confidential treatment for the information disclosed.

The Contractor may disclose Confidential Information to the following people, subject to the requirements of the Contract and these Terms:

A. To State or Federal auditors or regulators.

B. To service providers and agents of either party as permitted by law, provided that such service providers and agents are subject to binding confidentiality obligations.

C. To the professional advisors of either party, provided that such advisors are obligated to maintain the confidentiality of the information they receive.

5. Auditing

A. If the Contractor provides a solution, service, or product hosted by the Contractor or a cloud provider, the Contractor must obtain an annual audit of the services being provided under this Contract that meets the American Institute of Certified Public Accountants (AICPA) Statements on Standards for Attestation Engagements (SSAE) No. 18, Service Organization Control 2 Type 2 (SOC 2 Type 2). At any point during the term of the Contract and if not already obtained, the Contractor may obtain and must thereafter maintain StateRAMP or FedRAMP authorization in lieu of a SOC 2 Type 2 audit.

B. If Contractor provides a solution, service, or product hosted by the Contractor or a cloud provider that completes a financial duty on behalf of the State, the Contractor must obtain an annual audit of the services being provided under this Contract that meets the AICPA SSAE No. 18, Service Organization Control 1 Type 2 (SOC 1 Type 2).

C. The SOC 1 Type 2 and SOC 2 Type 2 audits will be completed at the sole expense of the Contractor and the results must be provided to the State within 30 days of the Contractor’s receipt of its audit results each year by emailing the results to Compliance@das.ohio.gov. The results of the audits provided to the State are considered Confidential Information under the Contract.

D. When required by law, rule, or regulation, or if the Contractor does not obtain or obtains an adverse opinion on the SOC 2 Type 2 audit described above, the State may, at any time in its sole discretion, elect to perform a security and data protection audit. This includes a thorough review of Contractor controls, security and privacy functions and procedures, data storage and encryption methods, and backup and restoration processes. The State may utilize a third-party contractor to perform such activities to demonstrate that all security, privacy, and encryption requirements are met. The State will provide its request in writing and will work with the Contractor to schedule time to conduct the audit.

E. At no cost to the State, the Contractor must remedy material issues, material weaknesses, or other items identified in each audit as they pertain to the services provided under this Contract.

6. Background Investigations of Contractor Personnel

Any person who (a) has been convicted at any time of any criminal offense involving dishonesty, a breach of trust, money laundering, or who has entered into a pre-trial diversion or similar program in connection with a prosecution for such offense, (b) is named by the Office of Foreign Asset Control (OFAC) as a Specially Designated National, or (c) has been convicted of a felony may not perform certain services under the Contract.

The Contractor must conduct background investigations on Contractor personnel that may have access to Contract Data. The State may conduct background investigations on Contractor personnel that have or may have access to Confidential Data, critical infrastructure systems, or when required by law, rule, or regulation. The State will conduct initial background investigations on Contractor personnel who will have access to FTI and/or CJI that must be favorably adjudicated before being permitted to access the FTI and/or CJI, and ongoing background investigations every five years thereafter for personnel who already have access to FTI and/or CJI.

If any Contractor personnel refuses to have a background investigation completed or has an unfavorably adjudicated background investigation completed, the State may terminate that personnel’s access to the Contract Data.

7. Security Incidents and Events

A. Categories Security Incidents may fall into one or more of, but are not limited to, the following categories:

i. Loss or Theft

ii. Denial of Service (DoS)

iii. Improper Usage or Access

iv. Information Spillage

v. Malicious Code

vi. Phishing Messages

vii. Scans/Probes/Attempted Access

viii. Social Engineering

ix. Unauthorized Access

Security Events may fall into one or more of, but are not limited to, the following categories:

i. Unsuccessful log-on attempts

ii. Unsuccessful denial of service attacks

iii. Unsuccessful phishing attacks

iv. Unsuccessful network attacks such as pings, probes of firewalls, or port scans.

B. Security Incident Response and Reporting

The Contractor is responsible for Security Incident response, including containment, eradication, and recovery, to minimize the impact to the State. In addition to the requirements in the Contract, the Contractor must perform the following in response to a Security Incident involving Contract Data.

The Contractor is not required to report Security Events unless a pattern of attacks significantly increases the risk of impact.

The Contractor must report in writing to the State within 24 hours of the Contractor becoming aware of any Security Incident and/or use or disclosure of Contract Data not authorized by the Contract, including any reasonable belief that unauthorized access to or acquisition of Contract Data has occurred, and fully cooperate with the State to mitigate the consequences of the Security Incident. Within five business days of the initial Security Incident report to the State, the Contractor must document and begin providing follow-up reports for all Security Incidents to the State. The Contractor must provide updates to the follow-up reports until the investigation is complete. At a minimum, the Security Incident reports will include:

i. Data elements involved, the extent of the Contract Data involved in the Security Incident, and the identification of affected individuals, if applicable.

ii. A description of the unauthorized persons known or reasonably believed to have improperly used or disclosed Contract Data, or to have been responsible for the Security Incident.

iii. A description of where the Contract Data is believed to have been improperly transmitted, sent, or utilized, if applicable.

iv. A description of the probable causes of the Security Incident and, in the final report, the root cause.

v. A description of the proposed plan for preventing similar future Security Incidents, including a recommended risk remediation plan.

vi. A description of the corrective actions taken, including repair (elimination of a defect or incident and/or restoration of system functionality requirements according to the Contract) and resolution (a temporary workaround to enable system function).

vii. Whether the Contractor believes any federal or state laws requiring notifications to individuals are triggered.

The Contractor must comply with all applicable laws that require the notification of individuals, or with other reasonable direction of the State for notification, in the event of a Security Incident involving personally identifiable information, or any other event requiring such notification. The State may, in its sole discretion, choose to provide notice to any or all parties affected by a Security Incident, but the Contractor shall reimburse the State for the cost of providing such notification. Contractor further agrees to provide, or to reimburse the State for its costs in providing, any credit monitoring or similar services that are necessary as a result of Contractor’s Security Incident. Under Ohio law, Contract Data is State property and any illegal activity involving State property is subject to a criminal investigation. The Contractor shall preserve sufficient evidence to ensure accurate Security Incident records, facilitate an investigation, and determine the extent of the Security Incident.

The Contractor shall work with the State to establish a Security Incident reporting communications procedure including Contractor and State contacts, communication methods and tools. If there is no procedure established, the Contractor must report Security Incidents to the primary contact listed in the Contract or that contact’s successor and the Contractor must report the Security Incident to the State via email at CSC@ohio.gov or call 877.644.6860.

The State reserves the right to conduct an independent investigation of the Security Incident, and the Contractor shall cooperate with the investigation. The independent investigation may be conducted by a State agency or a third party acting on behalf of the State.

8. Generative Artificial Intelligence

The Contractor must disclose the use of generative artificial intelligence (AI) to the State when producing work that will be owned by the State or the integration of generative AI in products or services used by the State. The Contractor must work with the State to ensure the use of generative AI is reviewed, approved, and complies with the State IT Policy IT-17, Use of Artificial Intelligence, prior to utilizing the generative AI components. The Contractor is not permitted to utilize Confidential Data in training generative AI models except as specifically approved by the State.

9. Contractor Access

When the Contractor accesses State network systems, data, and facilities, including remotely, the Contractor must maintain a robust security capability that incorporates generally recognized system hardening techniques. The Contractor must use appropriate measures to ensure that Contract Data is secure before transferring control of any systems or media on which Contract Data is stored. The method of securing the Contract Data must be in alignment with the required data classification. The Contractor may permit Contract Data to be loaded onto portable computing devices or portable storage components or media only if adequate security measures are in place to ensure the integrity and security of Contract Data and the Contract Data is encrypted. The transfer of any such system or media must be reasonably necessary for the performance of the Contractor’s obligations under the Contract. The Contractor shall use multifactor authentication to limit access to systems that contain Confidential Data.

The Contractor must also maintain an accurate inventory of all such devices and the individuals to whom they are assigned. The Contractor must have reporting requirements for lost or stolen portable computing devices authorized for use with Contract Data and must report any loss or theft of such devices containing Contract Data to the State in writing as defined in Section 7.

Data Security and Privacy Terms Page 1 of3

Updated by ODOT on 07/30/25 for data that is not confidential