Eleven Labs Enterprise Subscription Renewal IFB BPM059237 FINAL.pdf

M a r y l a n d H e a l t h B e n e f i t E x c h a n g e

I n v i t a t i o n f o r B i d s

Eleven Labs Enterprise Subscription Renewal

SOLICITATION NO.: BPM059237

Issue Date: October 29, 2026

NOTICE

Prospective Bidders who have received this document from the Maryland Health Benefit Exchange’s web site or eMarylandMarketplace.com, or who have received this document from a source other than the Procurement Officer, and who wish to assure receipt of any changes or additional materials related to this IFB, should immediately contact the Procurement

Officer and provide their names and mailing addresses so that addenda to the IFB or other communications can be sent to them.

Minority Business Enterprises are Encouraged to Respond to this Solicitation

MARYLAND HEALTH BENEFIT EXCHANGE

KEY INFORMATION SUMMARY SHEET

Invitation for Bids # - BPM059237

Invitation For Bids: Eleven Labs Enterprise Subscription Renewal

Issue Date: October 29, 2026

Procurement Officer: Tracey D. Gamble Procurement Officer

750 E. Pratt Street 6th Floor Baltimore, MD 21202 Phone Number: 410-547-152 Email: tracey.gamble1@maryland.gov

Contract Monitor: Mr. Greg Yaculak 750 East Pratt Street

6th Floor Baltimore, MD 21202 greg.yaculak@maryland.gov

Procurement Method: Competitive Sealed Bids (Firm Fixed Price)

Bids are to be sent to : via eMMA Attn: Tracey D. Gamble

Maryland is Open for Business! eMaryland Marketplace Advantage (eMMA) is LIVE! Vendors can CLICK HERE to access eMMA along with answers to Frequently Asked

Questions and Quick Reference Guides. Any questions please contact the eMMA Help Desk at emma.helpdesk@maryland.gov.

Pre-Bid Conference: Virtually – Monday, November 16, 2026, at 1:30 PM (Registration Is Required)

Closing Date and Time: 11:00 AM Eastern Standard Time (EST) on 12/1/2026

MBE Subcontracting Goal: 0 %

NOTE: Bidders must agree to the terms and conditions of the IFB including Attachment A – Contract. MHBE is issuing this

IFB separate from any other State Master Contract. In addition, Bidders must complete Attachment D – Bid Form as is, please see bid form instruction mailto:tracey.gamble1@maryland.gov https://procurement.maryland.gov/ https://procurement.maryland.gov/ https://procurement.maryland.gov/emma-faqs/ https://procurement.maryland.gov/emma-faqs/ https://procurement.maryland.gov/emma-qrgs/ mailto:emma.helpdesk@maryland.gov

Table of Contents

SECTION 1 — BACKGROUND

SECTION 2 — SCOPE OF WORK

SECTION 3 – BIDDER MINIMUM QUALIFICATIONS

SECTION 4— BID FORMAT, DUE DATE AND TIME

SECTION 5 — BASIS FOR AWARD

SECTION 6 — GENERAL INFORMATION AND REQUIREMENTS

SECTION 7 — ATTACHMENTS

ATTACHMENT A – CONTRACT

ATTACHMENT B – BID/PROPOSAL AFFIDAVIT

ATTACHMENT C – CONTRACT AFFIDAVIT

ATTACHMENT D – BID PRICE FORM

ATTACHMENT E – FEDERAL FUNDS ATTACHMENT

ATTACHMENT E-1 – CERTIFICATION AGAINST LOBBYING

SECTION 1 — BACKGROUND

2.5 Background on the Affordable Care Act

The Maryland Health Benefit Exchange (“MHBE”) is an independent unit of State government established to provide

Maryland’s residents and small businesses with the opportunity to compare rates, benefits, and quality among health insurance plans and to facilitate individuals’ enrollment in plans that best suit their needs. MHBE also evaluates eligibility for expanded Medicaid coverage, advanced premium tax credits (“APTC”) and other cost-sharing programs designed to make coverage more affordable for individuals with household incomes below 400 percent of the federal poverty level (“FPL”).

1.2 Background on Maryland Health Benefit Exchange Procurement

Under § 31-103 of the Insurance Article of the Maryland Code, the MHBE is subject to the provisions of State law governing procurement by “exempt units.” See Md. Code Ann., State Fin. & Proc. § 12-401. The principal body that oversees MHBE procurements is the Maryland Health Benefit Exchange Board of Trustees. This procurement method is Competitive Sealed

Bidding (Firm Fixed Price) as allowed under II. A. of the Maryland Health Benefit Exchange Procurement Policies and

Procedures, which the Board of Trustees adopted in a resolution dated June 27, 2011.

1.3 Federal Funding Acknowledgement

This procurement contains federal funds from the following source: Medicaid Funds, CFDA number 93.778. Execution of a

Contract awarded as a result of this bid indicates the Contractor’s agreement with all federal funding terms and conditions that apply to contractors receiving federal funds from these sources, including the applicable provisions described in

Attachment E.

1.4 Receipt, Opening and Recording of Bids

1.4.1 Upon receipt, each Bid and any timely modification(s) to a Bid shall remain unopened until the time and date set for

Bid opening. Before Bid opening, the State may not disclose the identity of any Bidder.

1.4.2 Bids and timely modifications to Bids shall be opened at the time, date and place set forth in the Key Information

Summary Sheet. The name of each Bidder, the Total Bid Price, and such other information as is deemed appropriate shall be published on MHBE’S website upon award.

1.5 Confidentiality of Bids

1.5.1 The Bids shall be tabulated, or a Bid abstract made. The opened Bids shall be available for public inspection at a reasonable time after Bid opening, but in any case, before Contract award, except to the extent the Bidder designates trade secrets or other proprietary data to be confidential as set forth in this solicitation. See Sections 1.6,

4.1.3 for further information.

1.6 Public Information Act Notice

1.6.1 A Bidder should give specific attention to the clear identification of those portions of its submission that it considers confidential and/or proprietary commercial information or trade secrets, and provide justification why such materials, upon request, should not be disclosed by the State under the Public Information Act, Md. Code Ann., General Provisions Article, Title 4.

Bidders are advised that, upon request for this information from a third party, the MHBE is required to make an independent determination whether the information must be disclosed.

1.7 Protest/Disputes

Any protest or dispute related, respectively, to this solicitation or the resulting Contract shall be subject to the provisions of Section VII of the MHBE Procurement Policies & Procedures and the Dispute provisions of the Contract resulting from this IFB (Refer to IFB Attachment A).

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SECTION 2 — SCOPE OF WORK

Section 2.1 Purpose:

The purpose of this solicitation is to subscribe to Eleven Labs services for a 12-month duration as stipulated in Section 2.2.

Section 2.2 Requirements:

(1) The vendor shall provide MHBE with a subscription to ElevenLabs’ Tier A solution for a period of 12 months: February

9, 2027 – February 8, 2028.

Tier A solution shall include the following ElevenLabs’ products which MHBE can access during the term of this subscription:

1. Text-to-Speech

2. Speech-to-Speech

3. Speech-to-Text

4. Instant Voice Cloning

5.

6.

5. Agents

6. Web Applicable and API

7. Voice Isolation

8. Speech Engine

9. Professional Voice Cloning

10. Enterprise Music Lite

(2) MHBE shall have access to the following ElevenLabs’ models during the term of this subscription:

1. ElevenLabs Multilingual v2

2. ElevenLabs Flash v2.5

3. ElevenLabs Flash v2

4. Eleven v3

5. Eleven v3 Conversational

6. Eleven v4

7. Eleven v4 Turbo

8. Eleven Scribe v2

9. Eleven Scribe v2 Realtime

10. Eleven Music v1

11. Eleven Music v2

(3) MHBE shall have access to the following ElevenLabs add-ons for the period of this subscription:

Add - On Quantity

Agents Concurrency 60

Professional Voice

Slot

Voice Slots 30,000

Workspace Seats 11

Section 2.3: Scope of Growth Success Package

MHBE requests Growth Success Package directly from Eleven Labs for the duration of this subscription. The following shall be provided as part of this to MHBE:

(1) Dedicated Account Manager

(2) Customer Slack Channel Connection

(3) Priority Access to New Models & Features

(4) Training for new users

(5) Training for Major Product Releases

Support Case Response & Case Severity Definitions:

(a) Support Response:

P0: ElevenLabs products are monitored 24/7 through automated alerting and telemetry. If incidents occur, they are raised automatically to our team including the on-call engineering team. Automated alerts and status monitoring are available via our status page here.

• a) First response time within 3 hours of case submission during support hours.

• b) Update frequency on unresolved issues every 6 hours.

P1:

• a) First response time within 6 hours of case submission during support hours.

• b) Update frequency on unresolved issues every week.

P2:

• a) First response time within 8 hours of case submission during support hours.

• b) Update frequency on unresolved issues every week.

P3:

• a) First response time within 16 hours of case submission during support hours.

P4:

• a) First response time within 18 hours of case submission during support hours.

(b) Case Severity Definitions:

• (i) P0 - Malfunction resulting in ElevenLabs Services being completely unavailable to all users.

• (ii) P1 - Loss of application or API performance resulting in the majority of functions being downgraded.

• (iii) P2 - Minor error resulting in an intermittent problem or performance issue.

• (iv) P3 - General questions, how-to or minor product usability issues.

Section 2.4 Invoicing

Monthly invoice for each month of the 12-month period of performance shall be submitted along with the monthly usage report by the Contractor within 30 days of receipt of equipment, software or services by MHBE and shall include, at the minimum, the following information:

• Name and address of the MHBE

• Contractor name

• Products(s) and/or service(s) purchased listed separately including the amount for each individual charge (i.e., 5 – ABC Hardware @ $2,000 Total $10,000.00, Support @ $100.00 Total $200.00)

• Supporting Documentation: monthly usage report

• E-mail address/phone number of Contractor’s POC

• Remittance address

• Federal taxpayer identification or (if owned by an individual) Contractor’s social security number

• Invoice period, invoice date, invoice number and amount due

• Purchase Order # being billed

Invoices submitted without the required information will not be processed for payment until the Contractor provides the required information. The MHBE is generally exempt from Federal excise taxes, Maryland sales and use taxes, District of Columbia sales taxes and transportation taxes. The Contractor, however, is not exempt from such sales and use taxes and may be liable for the same.

Section 2.6 Manufacturer’s Point of Contact

If you have any questions for the manufacturer of this product with reference to MHBEs subscription, please reach out to the following point of contacts at Eleven Labs:

• Briggs Kellogg:

o Email: briggs@elevenlabs.io o Ph: +1 (480) 652-2882

• Chris Nguyen:

o Email: chrisn@elevenlabs.io o Ph: +1 (925) 238-6480

SECTION 3 – BIDDER MINIMUM QUALIFICATIONS

The Bidder must be authorized to resell subscription of Eleven Labs. As proof, the Bidder must submit with the bid a letter of authorization from the manufacturer providing evidence of the rights to resell all products and services required by this

IFB.

SECTION 4— BID FORMAT, DUE DATE AND TIME

4.1 One Part Submission

4.1.1 To minimize duplication costs, MHBE strongly desires eMMA delivery of Bids.

4.1.2 Bidders must submit their bids and all required attachments in pdf format to eMMA.

Bidders must submit with their Bid the required minimum qualification documentation (see Section 3), and any required bid submissions (see Section 4.2.4) with one document clearly labeled as “Bid, Eleven Labs Enterprise Subscription Renewal # BPM059237” in time to be received by 11:00 AM, Eastern Standard Time December 1, 2026.

4.1.3 A second attachment labeled Eleven Labs Enterprise Subscription Renewal PIA BPM059237”, in searchable Adobe

.pdf format for Public Information Act (PIA) requests (this copy shall be redacted so that confidential and/or proprietary information has been removed (see Section 1.6 “Public Information Act Notice”). If a Bidder chooses to submit its Bid without identifying any information that is confidential/proprietary, it should still provide the second attachment required here and label it “PIA”, even though no information therein will be redacted.

mailto:briggs@elevenlabs.io tel:(480)%20652-2882 mailto:chrisn@elevenlabs.io tel:(925)%20238-6480

4.1.4 No paper bids shall be considered.

4.1.5 Bids delivered by facsimile shall not be considered.

4.1.6 The Procurement Officer must receive all files by the IFB due date and time specified in the Key Information

Summary Sheet and Section 4.1.2. Bidders must submit their bids via eMaryland Marketplace Advantage (eMMA).

If you have not already registered on eMMA, please use the following link in order to register:

https://procurement.maryland.gov/emma-qrgs/

If you experience issues with registering on eMMA, please consult with the eMMA Help Desk at eMMA.helpdesk@maryland.gov

Requests for extension of this date and time will not be granted. Except as provided in COMAR 21.05.02.10, Bids received by the Procurement Officer after the due date will not be considered.

4.2 Required Bid Submissions

Bidders shall include the following with their Bid:

4.2.1 Transmittal Letter:

A Transmittal Letter shall accompany the Bid. The purpose of this letter is to transmit the Bid and acknowledge the receipt of any addenda. The Transmittal Letter should be brief and signed by an individual who is authorized to commit the Bidder to the services and requirements as stated in this IFB. The Transmittal Letter should include the following:

● Name and address of the Bidder;

● Name, title, e-mail address, and telephone number of primary contact for the Bidder;

● “Eleven Labs Enterprise Subscription Renewal IFB” and Solicitation Number BPM050237 that the Bid is in response to;

● Signature, typed name, and title of an individual authorized to commit the Bidder to its Bid;

● Federal Employer Identification Number (FEIN) of the Bidder, or if a single individual, that individual’s Social

Security Number (SSN);

● Bidder’s eMMA number;

● Bidder’s MBE certification number (if applicable);

● Acceptance of all State IFB and Contract terms and conditions; and

● Acknowledgement of all addenda to this IFB.

BIDS WILL BE DEEMED NON-RESPONSIVE IF THE BIDDER DOES NOT ACCEPT THE STATE’S TERMS AND CONDITIONS

4.2.2 Minimum Qualifications Documentation:

The Bidder shall submit any Minimum Qualifications documentation that may be required, as forth in Section 3 “Bidder Minimum Qualifications.” BIDS WILL BE DEEMED NON-RESPONSIVE IF NO MINIMUM QUALIFICATION DOCUMENTATION

IS NOT SUBMITTED.

mailto:eMMA.helpdesk@maryland

4.2.3 Bid Price Form

The Bid shall contain all price information in the format specified on IFB Attachment D - Bid Form. Complete the Bid Form only as provided in the Bid Pricing Instructions. Do not amend, alter, or leave blank any items on the Bid Form or include additional clarifying or contingent language on or attached to the Bid Form. Failure to adhere to any of these instructions may result in the Bid being determined to be non-responsive and rejected by MHBE.

4.2.4 Completed Required Attachments

For submissions, submit one (1) copy of each with original signatures.

• Attachment B - Bid/Proposal Affidavit

• Attachment E – Federal Funds Attachment, including E-1 and E-2 (If E-2 is Not Applicable, please place NA at the top of the form and sign it at the bottom)

4.3 Electronic Transactions Authorized

4.3.1 This procurement authorizes electronic transactions in keeping with COMAR 21.03.05 et seq. and pursuant to the

Maryland Uniform Electronic Transactions Act, Maryland Code Annotated, Commercial Law Article, Title 21.

4.3.2 In addition to specific electronic transactions specifically authorized in other sections of this IFB, including its attachments (e.g., Sections 4.1 (One Part Submission Via eMMA Preferred) and 6 (Bidder agrees to accept payments by electronic funds transfer)) and subject to the exclusions noted in Section 4.3.3, below, the following transactions are authorized to be conducted by electronic means on the terms described:

A. The Procurement Officer may conduct the procurement using eMMA, the Maryland Health Benefit Exchange website at https://www.marylandhbe.com/solicitations/ or e-mail to issue:

a) the solicitation (e.g., the IFB/RFP);

b) any amendments;

c) pre-Bid/Proposal conference documents;

d) questions and responses;

e) communications regarding the solicitation or Bid/Proposal to any Bidder/Offeror or potential

Bidder/Offeror;

f) notices of award selection or non-selection; and

g) the Procurement Officer’s decision on any Bid protest or Contract claim.

h) Contract award

i) Contract Modifications

B. A Bidder/Offeror or potential Bidder/Offeror may use e-mail to:

a) ask questions regarding the solicitation;

b) reply to any material received from the Procurement Officer by electronic means that includes a

Procurement Officer’s request or direction to reply by e-mail or facsimile, but only on the terms specifically approved and directed by the Procurement Officer;

c) submit a "No Bid/Proposal Response" to the solicitation.

d) submit a Pre-Proposal Conference Response Form

e) submit a signed Contract, Contract Affidavit, Non-Exchange Entity Agreement, Non-Disclosure Agreement or other attachment required to be returned with an executed Contract or within five days of award

f) submit a signed Contract Modification https://www.marylandhbe.com/solicitations/

C. The Procurement Officer, the Contract Monitor, and the Contractor may conduct day-to-day Contract administration, except as outlined in Section E of this subsection utilizing e-mail, facsimile, or other electronic means if authorized by the Procurement Officer or Contract Monitor.

4.3.3 The following transactions related to this procurement and any Contract awarded pursuant to it are not authorized to be conducted by electronic means:

a) filing of Bid Protests;

b) filing of Contract Claims; or

c) any transaction, submission, or communication where the Procurement Officer has specifically directed that a response from the Contractor or Bidder/Offeror be provided in writing or hard copy.

4.3.4 Any facsimile or e-mail transmission is only authorized to the facsimile numbers or e-mail addresses for the identified person as provided in the solicitation, the Contract, or in the direction from the Procurement Officer or Contract Monitor.

4.3.5 MHBE requires original signatures on all submissions that this IFB or the document form requires to be signed, including but not limited to all Transmittal Letters, Bids, the Contract or Contract Modifications resulting from this IFB. However, the Contractor may scan and submit electronically any document containing such original signature(s). The Contract and other contractual documents each may be signed by the Parties in counterparts, each of which shall be deemed to be an original but all of which, taken together, shall constitute one and the same Contract.

4.4 Documents Required upon Notice of Recommendation for Contract Award Upon receipt of a Notification of Recommendation for Contract Award, the following documents shall be completed and submitted electronically, via email, by the recommended awardee within five (5) Business Days, unless noted otherwise:

• Attachment A – Standard Contract

• Attachment C - Contract Affidavit

SECTION 5 — BASIS FOR AWARD

A contract shall be awarded to the responsible Bidder submitting a responsive Bid with the most favorable Total Bid Price for providing the products/services as specified in this IFB. The most favorable Total Bid Price will be the lowest price on IFB Attachment D - Bid Form.

Note: The winning bidder will be responsible for completing the order form directly with ElevenLabs. MHBE won’t be responsible for completing the order form with the winning bidder or with Eleven Labs to complete the order.

SECTION 6 — GENERAL INFORMATION AND REQUIREMENTS

• The Contract that results from this IFB shall be a firm fixed price contract.

• The Contract resulting from this IFB shall commence as of the date of the full execution by the Parties and, from that date, run a full 12 months. The anticipated end date is at or around January 31, 2028. The Contractor shall provide services upon receipt of a written Notice to Proceed. Audit, confidentiality, document retention, patents, copyrights & intellectual property, warranty and indemnification obligations under the Contract and any other obligations specifically identified in the Contract shall survive termination of the Contract.

• If it becomes necessary to revise this IFB before the due date for bids, addenda will be provided to all prospective Bidders who were sent this IFB or otherwise are known by the Procurement Officer to have obtained this IFB. In addition, addenda to the IFB will be posted on the MHBE web page and through eMaryland Marketplace Advantage. Addenda made after the due date for bids will be sent only to those Bidders who submitted a timely bid.

• The MHBE reserves the right to cancel this IFB, accept or reject any and all bids (in whole or in part) received in response to this IFB, to waive or permit cure of minor irregularities. The MHBE also reserves the right, in its sole discretion, to award a Contract based upon the written bids received without prior discussions or negotiations.

• The MHBE is not responsible for Contractor’s costs incurred in preparing and submitting a bid or in performing any other activities relative to this solicitation.

• By submitting a response to this solicitation, the Bidder agrees to accept payments by electronic funds transfer if selected for Contract unless the State Comptroller’s Office grants an exemption. Payment by electronic funds transfer is mandatory for contracts exceeding $100,000. The selected Contractor shall register using the COT/GAD X-10 Vendor Electronic Funds (EFT) Registration.

• Request Form. Any request for exemption must be submitted to the State Comptroller’s Office for approval at the address specified on the COT/GAD X-10 form and must include the business identification information as stated on the form and include the reason for the exemption. The COT/GAD X-10 form can be downloaded at:

http://compnet.comp.state.md.us/gad/pdf/GADX-10.pdf.

• The sole point of contact at the MHBE for purposes of this IFB, prior to the award of any contract, is the Procurement Officer at the address listed below:

Tracey D. Gamble Title: Procurement Officer Address: 750 E. Pratt Street, 6th Floor, Baltimore, MD 21202 Email Address: tracey.gamble1@maryland.gov

• The individual responsible for day-to-day administration and management of the Contract issued pursuant to this IFB shall be the Contract Monitor identified below:

Name: Greg Yaculak

Address: 750 East Pratt Street, 6th Floor, Baltimore, MD 21202 Email address: greg.yaculak@maryland.gov

• Bids submitted in response to this IFB are irrevocable for 120 days following the closing date of bids. This period may be extended at the Procurement Officer's request only with the Bidder's written agreement.

http://compnet.comp.state.md.us/gad/pdf/GADX-10.pdf http://compnet.comp.state.md.us/gad/pdf/GADX-10.pdf http://compnet.comp.state.md.us/gad/pdf/GADX-10.pdf http://compnet.comp.state.md.us/gad/pdf/GADX-10.pdf mailto:tracey.gamble1@maryland.gov mailto:greg.yaculak@maryland.gov

SECTION 7 — ATTACHMENTS

• Attachment A - Standard Contract – Must be signed and submitted within two (2) business days of notification of proposed Contract award

• Attachment B - Bid/Proposal Affidavit – Must be completed and submitted with the Bid

• Attachment C - State Contract Affidavit – Must be completed and submitted within two (2) business days of notification of proposed Contract award

• Attachment D – Bid Form – Must be completed and submitted with the Bid

• Attachment E – Federal Funds Attachment – This attachment describes requirements and restrictions associated with the federal funds to be used in this Contract. Execution of a Contract awarded as a result of this IFB indicates a contractor’s agreement with all applicable requirements and restrictions. This attachment must be completed and submitted with the

Bid.

• Attachment F – ElevenLabs Order Form - Must be completed and submitted within two (2) business days of notification of proposed Contract award

ATTACHMENT A – CONTRACT

IFB # BPM059237

THIS CONTRACT (the “Contract”) is made as of the Effective Date defined below by and between

_____________________________[Contractor’s name] (the “Contractor”) and the MARYLAND HEALTH BENEFIT EXCHANGE, a unit of the STATE OF MARYLAND (the “MHBE”). The Contractor and the MHBE each are a “Party” and, together, are the

“Parties”.

In consideration of the premises and the covenants herein contained, the Parties agree as follows:

1. Definitions

In this Contract, the following words have the meanings indicated:

1.1 “Bid” means the Contractor’s Bid dated _________.

1.2 “COMAR” means Code of Maryland Regulations.

1.3 “Contract Monitor” means the MHBE employee identified in Section 6 of the IFB as the Contract Monitor or a successor designated by the MHBE.

1.4 “Contractor” means ________________________________ [Contractor’s name] whose principal business address is _____________________________________[Contractor’s primary address] and whose principal office in Maryland is _______________________________[Contractor’s local address.

1.5 “Effective Date” means the date on which the last of the two Parties signs this Contract.

1.6 “MHBE” means the Maryland Health Benefit Exchange.

1.7 “IFB” means the Invitation for Bids for Eleven Labs Enterprise Subscription Renewal # BPM059237, and any addenda thereto issued in writing by the MHBE.

1.8 “Procurement Officer” means the MHBE employee identified in Section 6 of the IFB as the Procurement Officer or a successor designated by the MHBE.

1.9 “Software” means the object code version of computer programs licensed pursuant to this Contract. Embedded code, firmware, internal code, microcode, and any other term referring to software that is necessary for proper operation is included in this definition of Software. Software includes all prior, current, and future versions of the Software and all maintenance updates and error corrections. “Software” also includes any upgrades, updates, bug fixes or modified versions or backup copies of the Software licensed to the MHBE by Contractor or an authorized distributor.

1.10 “State” means the State of Maryland.

2. Scope of Contract

2.1 The Contractor shall provide products and services as described in the IFB for Eleven Labs Subscription awarded in accordance with Exhibits A-D listed in this section and hereby incorporated as part of this Contract. If there is any conflict between this Contract and the Exhibits, the terms of the Contract shall govern. If there is any conflict among the Exhibits, the following order of precedence shall determine the prevailing provision:

Exhibit A – The IFB Exhibit B – State Contract Affidavit, executed by the Contractor and dated _________________.

Exhibit C – The Federal Funds Attachment (Attachment E to the IFB, including E-1 and E-2) Exhibit D – The Bid (Attachment D to the IFB)

2.2 The Procurement Officer may, at any time, by written order, make changes in the work within the general scope of the Contract or the IFB. No other order, statement, or conduct of the Procurement Officer or any other person shall be treated as a change or entitle the Contractor to an equitable adjustment under this section. Except as otherwise provided in this Contract, if any change under this section causes an increase or decrease in the Contractor’s cost of, or the time required for, the performance of any part of the work, whether or not changed by the order, an equitable adjustment in the Contract price shall be made and the Contract modified in writing accordingly. The Contractor must assert in writing its right to an adjustment under this section within thirty (30) days of receipt of written change order and shall include a written statement setting forth the nature and cost of such claim. No claim by the Contractor shall be allowed if asserted after final payment under this Contract. Failure to agree to an adjustment under this section shall be a dispute under the Disputes clause. Nothing in this section shall excuse the Contractor from proceeding with the Contract as changed.

2.3 While the Procurement Officer may, at any time, by written change order, make unilateral changes in the work within the general scope of the Contract as provided in Section 2.2 above, the Contract may be modified by mutual agreement of the parties, provided: (a) the modification is made in writing; (b) all parties sign the modification; and

(c) all required approvals are obtained.

2.4 Contracts awarded in violation of the MHBE Procurement Policies and Procedures are voidable at the election of

MHBE.

3. Period of Performance.

3.1 The Contract shall start as of the date of full execution by the Parties. From this date, the Contract shall be for a period of 12 months, or through February 28, 2028, whichever is later.

3.2 Audit, confidentiality, document retention, patents, copyrights and intellectual property, warranty and indemnification obligations under this Contract and any other obligations specifically identified shall survive expiration or termination of the Contract.

4. Consideration and Payment

4.1 In consideration of the satisfactory performance of the work set forth in this Contract, the MHBE shall pay the

Contractor in accordance with the terms of this Contract and at the prices quoted in the Bid.

4.2 Payments to the Contractor shall be made no later than thirty (30) days after the MHBE’s receipt of a proper invoice for services provided by the Contractor, acceptance by the MHBE of services provided by the Contractor, and pursuant to the conditions outlined in Section 4 of this Contract. Each invoice must include the Contractor’s Federal Tax Identification or Social Security Number for a Contractor who is an individual which is

_________________________ [Contractor’s FEIN or SSN-]. Charges for late payment of invoices other than as prescribed at Md. Code Ann., State Finance and Procurement Article, §15-104 are prohibited. Invoices shall be submitted to the Contract Monitor at hbe.finance@maryland.gov. Electronic funds transfer shall be used by the MHBE to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption.

4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer.

4.4 Payment of an invoice by the MHBE is not evidence that services were rendered as required under this Contract.

4.5 Contractor’s eMaryland Marketplace Advantage vendor ID number is _________________ (Contractor’s eMMA number).

5. Patents, Copyrights, and Intellectual Property

5.1 If the Contractor furnishes any design, device, material, process, or other item, which is covered by a patent, trademark or service mark, or copyright or which is proprietary to, or a trade secret of, another, the Contractor shall obtain the necessary permission or license to permit the State to use such item or items.

5.2 Except as provided in Section 5.4 of this Contract, the Contractor agrees that all documents and materials, including but not limited to, reports, drawings, studies, specifications, estimates, tests, maps, photographs, designs, software, equipment, graphics, mechanical, artwork, computations and data prepared by or for the Contractor for purposes of this Contract (Work Product) shall become and remain the sole and exclusive property of the State and shall be available to the MHBE at any time. The MHBE shall have the right to use the same without restriction and without compensation to the Contractor other than that specifically provided by this Contract.

5.3 Except as provided in Section 5.4 of this Contract, the Contractor agrees that at all times during the term of this Contract and thereafter, the Work Product shall be "works made for hire" as that term is interpreted under U.S.

copyright law and shall be owned by the State. Ownership includes the right to copyright, patent, register and the ability to transfer these rights and all information used to formulate such Work Product. In the event any Work Product is or may not be considered a work made for hire under applicable law, Contractor assigns and transfers to the State the entire right, title and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof. Contractor shall execute all documents and perform such other proper acts as the State may deem necessary to secure for it the rights pursuant to this section.

5.4 Notwithstanding anything to the contrary in this Contract, to the extent (i) the Work Product incorporates any commercial-off-the shelf software (COTS) and/or any Pre-Existing Intellectual Property or (ii) any COTS and/or Pre- Existing Intellectual Property (other than a computer’s operating system, supported internet browser, browser accessibility software or hardware if needed by the user, and software required to access a commonly-available data transmission tool or export format) is required to access, install, build, compile or otherwise use the Work Product (such COTS and Pre-Existing Intellectual Property individually and collectively referred to herein as “Third-party Intellectual Property,” which shall be the sole property of Contractor or its third-party licensors, as applicable), Contractor hereby grants, on behalf of itself and any third-party licensors, to the State a royalty-free, paid-up, non-exclusive, unrestricted, unconditional, irrevocable, worldwide right and license, with the right to use, execute, reproduce, display, perform, distribute copies of internally, modify and prepare derivative works based upon, such

Third-party Intellectual Property as may be necessary for the State to use the Work Product for the purposes for which such Work Product was designed and intended. “Pre-Existing Intellectual Property” means any program, utility or tool owned by Contractor or its third-party licensors that was created by Contractor or its third-party licensors independently from its performance of this Contract and not solely using funds from this Contract.

5.5 Subject to the terms of Section 6, Contractor shall defend, indemnify, and hold harmless the State, including, but not limited to, the Agency and its agents, officers, and employees, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim the Work Product or any Third-party Intellectual Property infringes, misappropriates or otherwise violates any Third-party Intellectual Property rights. Contractor shall not enter into any settlement involving third party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the State or that adversely affects the State’s rights or interests, without the State’s prior written consent, which consent may be withheld in the State’s sole and absolute discretion. Contractor shall be entitled to control the defense or settlement of such claim (with counsel reasonably satisfactory to the State), provided that the State will, upon requesting indemnification hereunder: (a) provide reasonable cooperation to Contractor in connection with the defense or settlement of any such claim, at Contractor’s expense; and (b) be entitled to participate in the defense of any such claim. Contractor’s obligations under this section will not apply to the extent any Third-party Intellectual Property infringes, misappropriates or otherwise violates any third-party intellectual rights as a result of modifications made by the State in violation of the license granted to the State pursuant to section 5.4; provided that such infringement, misappropriation or violation would not have occurred absent such modification.

5.6 Without limiting Contractor’s obligations under Section 5.5, if all or any part of the Work Product or any Third Party Intellectual Property is held, or Contractor or the State reasonably determines that it could be held, to infringe, misappropriate or otherwise violate any third party intellectual property right, Contractor (after consultation with the State and at no cost to the State): (a) shall procure for the State the right to continue using the item in accordance with its rights under this Contract; (b) replace the item with an item that does not infringe, misappropriate or otherwise violate any third party intellectual property rights and, in the State’s sole and absolute determination, complies with the item’s specifications, and all rights of use and/or ownership set forth in this Contract; or (c) modify the item so that it no longer infringes, misappropriates or otherwise violates any third party intellectual property right and, in the State’s sole and absolute determination, complies with the item’s specifications and all rights of use and/or ownership set forth in this Contract.

5.7 Except for any Pre-Existing Intellectual Property and Third-Party Intellectual Property, Contractor shall not acquire any right, title or interest (including any intellectual property rights subsisting therein) in or to any goods, software, technical information, specifications, drawings, records, documentation, data or any other materials (including any derivative works thereof) provided by the State to the Contractor. Notwithstanding anything to the contrary herein, the State may, in its sole and absolute discretion, grant the Contractor a license to such materials, subject to the terms of a separate writing executed by the Contractor and an authorized representative of the State.

5.8 Contractor, on behalf of itself and its subcontractors, hereby agrees not to incorporate, link, distribute or use any Third-party Intellectual Property in such a way that: (a) creates, purports to create or has the potential to create, obligations with respect to any State software (including any deliverable hereunder), including without limitation the distribution or disclosure of any source code; or (b) grants, purports to grant, or has the potential to grant to any third-party any rights to or immunities under any State intellectual property or proprietary rights. Without limiting the generality of the foregoing, neither Contractor nor any of its subcontractors shall incorporate, link, distribute or use, in conjunction with the Work Product, any code or software licensed under the GNU General Public License

(“GPL”), Lesser General Public License (“LGPL”), Affero GPL (“AGPL”), European Community Public License (“ECPL”), Mozilla, or any other open source license, in any manner that could cause or could be interpreted or asserted to cause any State software (or any modifications thereto) to become subject to the terms of the GPL, LGPL, AGPL, ECPL, Mozilla or such other open source software.

5.9 Without limiting the generality of the foregoing, neither Contractor nor any of its subcontractors shall use any software or technology in a manner that will cause any patents, copyrights or other intellectual property which are owned or controlled by the State or any of its affiliates (or for which the State or any of its subcontractors has received license rights) to become subject to any encumbrance or terms and conditions of any third-party or open source license (including, without limitation, any open source license listed on http://www.opensource.org/licenses/alphabetical) (each an “Open Source License”). These restrictions, limitations, exclusions and conditions shall apply even if the State or any of its subcontractors becomes aware of or fails to act in a manner to address any violation or failure to comply therewith. No act by the State or any of its subcontractors that is undertaken under this Contract as to any software or technology shall be construed as intending to cause any patents, copyrights or other intellectual property that are owned or controlled by the State (or for which the State has received license rights) to become subject to any encumbrance or terms and conditions of any Open-Source License.

5.10 The Contractor shall report to the MHBE, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all Work Product delivered under this Contract.

6. Indemnification

Contractor shall indemnify, defend, and hold the State, its directors, officers, employees and agents harmless from third-party liability for tangible property damage, bodily injury and death, and for fraud or willful misconduct of Contractor, including all related defense costs and expenses (including reasonable attorneys’ fees and costs of investigation, litigation, settlement, judgments, interest and penalties) arising from or relating to the performance of the Contractor or its subcontractors under this Contract.

6.2 The State has no obligation to provide legal counsel or defense to the Contractor or its subcontractors in the event that a suit, claim or action of any character is brought by any person not party to this Contract against the Contractor or its subcontractors as a result of or relating to the Contractor's obligations under this Contract.

6.3 The State has no obligation for the payment of any judgments or the settlement of any claims against the Contractor or its subcontractors as a result of or relating to the Contractor's obligations under this Contract.

6.4 The Contractor shall immediately notify the Procurement Officer of any claim or suit made or filed against the Contractor or its subcontractors regarding any matter resulting from or relating to the Contractor's obligations under the Contract, and will cooperate, assist, and consult with the State in the defense or investigation of any claim, suit, or action made or filed against the State as a result of or relating to the Contractor's performance under this Contract.

6.5 Section 6 shall survive expiration of this Contract.

7. Confidential or Proprietary Information and Documentation

Subject to the Maryland Public Information Act and any other applicable laws and the implementation of regulations promulgated pursuant thereto, all confidential or proprietary information and documentation relating to either party (including without limitation, any information or data stored within the Contractor’s computer systems) shall be held in absolute confidence by the other party. Each party shall, however, be permitted to disclose relevant confidential information to its officers, agents, and employees to the extent that such disclosure is necessary for the performance of their duties under this Contract, provided that the data may be collected, used, disclosed, stored, and disseminated only as provided by and consistent with the law. The provisions of this section shall not apply to information that: (a) is lawfully in the public domain; (b) has been independently developed by the other party without violation of this Contract; (c) was already in the possession of such party; (d) was supplied to such party by a third party lawfully in possession thereof and legally permitted to further disclose the information; or (e) which such party is required to disclose by law.

7.2 This Section 7 shall survive expiration or termination of this Contract.

8. Loss of Data

In the event of loss of any State data or records where such loss is due to the intentional act or omission (any failures to act when Contractor has a duty to act) or negligence of the Contractor or any of its subcontractors or agents, the Contractor shall be responsible for recreating such lost data in the manner and on the schedule set by the Contract Monitor. The Contractor shall ensure that all data is backed up and recoverable by the Contractor. Contractor shall use its best efforts to assure that at no time shall any actions undertaken by the Contractor under this Contract, or any failures to act when Contractor has a duty to act, damage or create any vulnerabilities in data bases, systems, platforms, and/or applications with which the Contractor is working hereunder.

9. Non-Hiring of Employees

No official or employee of the State, as defined under Md. Code Ann., General Provisions Article, § 5-101, whose duties as such official or employee include matters relating to or affecting the subject matter of this Contract, shall, during the pendency and term of this Contract and while serving as an official or employee of the State, become or be an employee of the Contractor or any entity that is a subcontractor on this Contract.

10. Disputes

As used herein, a “claim” means a written demand or assertion by one of the parties seeking, as a legal right, the payment of money, adjustment, or interpretation of contract terms, or other relief, arising under or relating to this Contract. A voucher, invoice, or request for payment that is not in dispute when submitted is not a claim. However, if the submission subsequently is not acted upon in a reasonable time, or is disputed as to liability or amount, it may be converted to claim for the purpose of this clause.

10.2 Within thirty (30) days of when the Contractor knows or should have known of the basis for a claim relating to the

Contract, it shall file a written notice of claim on its letterhead to the Procurement Officer. Contemporaneously with, or within thirty (30) days after filing the notice of claim, the Contractor shall submit the written claim to the Procurement Officer. The claim shall be in writing and shall contain: a) An explanation of the claim, including reference to all contract provisions upon which it is based; b) The amount of the claim; c) The facts upon which the claim is based; d) All pertinent data and correspondence that the Contractor relies upon to substantiate the claim;

and e) a certification by a senior official, officer, or general partner of the Contractor or the subcontractor, as applicable, that, to the best of the person’s knowledge and belief, the claim is made in good faith, supporting data are accurate and complete, and the amount requested accurately reflects the contract adjustment for which the person believes the MHBE is liable. The Procurement Officer shall issue a final, written decision on the claim as expeditiously as possible. Any final decision of the Procurement Officer may award a Contract claim only for those expenses incurred not more than thirty (30) days before the Contractor initially filed its notice of claim.

10.3 If the final decision of the Procurement Officer grants the claim in part and denies the claim in part, the MHBE shall pay the Contractor the undisputed amount. Payment of the partial claim will not be construed as an admission of liability by the MHBE and does not preclude the MHBE from recovering the amount paid if a subsequent determination modifies the final decision.

10.4 Within ten (10) days pf receipt of final decision of the Procurement Officer, the Contractor may file an appeal to the

MHBE Executive Director for claims for monetary amounts less than $50,000, and to the Board of Trustees for either claims for monetary amounts of $50,000 or greater or for claims involving non-monetary relief. Contemporaneously with, or within twenty (20) days after filing the notice of appeal, the Contractor shall submit its written appeal to the MHBE Executive Director or Board of Trustees as applicable. The Executive Director shall issue a final decision resolving the appeal of claims for monetary amounts less than $50,000. The Board of Trustees shall issue a final decision resolving appeals of claims for $50,000 or more and those for non-monetary relief. The Contractor’s timely appeal to the Executive Director or the Board of Trustees shall be a strict condition precedent to the Contractor pursuing any legal rights which it alleges, or which may exist in any other forum.

10.5 Pending resolution of a claim, the Contractor shall proceed diligently with the performance of the Contract in accordance with the procurement officer’s decision.

10.6 Nothing in this section shall be construed to limit the MHBE’s right to withhold payments from the Contractor, assess liquidated damages against the Contractor, direct the Contractor to perform pursuant to the terms of the Contract or any written change order, or to exercise any other rights allowed by Contract or at law.

11. Maryland Law

This Contract shall be construed, interpreted, and enforced according to the laws of the State of Maryland.

11.2 The Md. Code Ann., Commercial Law Article, Title 22, Maryland Uniform Computer Information Transactions Act, does not apply to this Contract or to any purchase order or Notice to Proceed issued under this Contract.

11.3 Any and all references to the Maryland Code Annotated contained in this Contract shall be construed to refer to such Code sections as are from time to time amended.

12. Nondiscrimination in Employment

The Contractor agrees: (a) not to discriminate in any manner against an employee or applicant for employment because of race, color, religion, creed, age, sex, marital status, national origin, sexual orientation, sexual identity, ancestry, or disability of a qualified individual with a disability; (b) to include a provision similar to that contained in subsection (a), above, in any underlying subcontract except a subcontract for standard commercial supplies or raw materials; and (c) to post and to cause subcontractors to post in conspicuous places…