ESBD_555357_1788298150466_Attachment 2 Appendix A Terms and Conditions.pdf

Department of Information Resources

{{ContractNumber}} Appendix A Standard Contract Terms and Conditions

Master Cooperative Contract

Appendix A: Standard Contract Terms and Conditions Page 2 <Rev. August 4, 2026>

Contents

1 Contract Scope

2 No Quantity Guarantees

3 Definitions

3.1 Business Day

3.2 Compliance Check

3.3 Contract

3.4 Customer

3.5 Customer Data

3.6 Eligible Customer

3.7 Designated Reseller

3.8 DIR

3.9 Effective Date

3.10 Invoice

3.11 Purchase Agreement

3.12 State

3.13 Statement of Work (SOW)

3.14 Successful Respondent

3.15 Subcontracting Plan

3.16 Third-Party Provider

4 General Provisions

4.1 Entire Agreement

4.2 Modification of Contract Terms and Amendments

4.3 Invalid Term or Condition

4.4 Assignment

4.5 Survival

4.6 Choice of Law

4.7 Compliance with Laws

4.8 Limitation of Authority

4.9 Independent Contractor

4.10 Warranty and Return Policies

4.11 Force Majeure

4.12 Non-Solicitation of Customer Employees

4.13 General Requirements of Lease Documents

4.14 Submission of Written Complaints

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4.15 Captions

5 Intellectual Property Matters

5.1 Intellectual Property Matters Definitions

5.1.1 Work Product

5.1.2 Intellectual Property (IP) Rights

5.1.3 Third Party IP

5.1.4 Successful Respondent IP

5.2 Ownership

5.3 Further Actions

5.4 Waiver of Moral Rights

5.5 Confidentiality

5.6 Injunctive Relief

5.7 Return of Materials Pertaining to Work Product

5.8 Successful Respondent License to Use

5.9 Third-Party Underlying and Derivative Works

5.10 Agreement with Third Party Providers

5.11 License to Customer

5.12 Successful Respondent Development Rights

6 Data Terms

6.1 Authorized Use of Customer Data

6.2 Data Location

6.3 Data Classification

6.4 Data Breach Notification and Response

7 Accessibility Standards

7.1 General Accessibility Requirements

7.2 Specific Accessibility Requirements

8 Contract Promotion

8.1 Texas State Agencies Required to Purchase Through DIR Contracts

8.2 Endorsements

8.3 Public Disclosure

8.4 Internet Access to Contract and Pricing Information

8.5 Accurate and Timely Contract Information

8.6 Webpage Compliance Checks

8.7 Responsibility for Webpage Content

8.8 DIR and Customer Logos

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8.9 Successful Respondent Logo

8.10 Trade Show Participation

9 Purchase Agreements, Invoices, and Payments

9.1 Purchase Agreements

9.2 Invoices

9.3 Payments

9.4 Tax-Exempt

9.5 Travel Expense Reimbursement

9.6 Shipping and Handling

10 Contract Administration

10.1 Service, Sales, and Support of the Contract

10.2 Contract Managers

10.2.1 DIR Contract Manager

10.2.2 Successful Respondent Points of Contact

10.3 Required Meetings

10.3.1 Orientation Meeting

10.3.2 End of Contract Transition Meeting

10.4 Required Reports

10.4.1 Reporting Responsibility

10.4.2 Detailed Monthly Vendor Sales Report

10.4.3 DIR Cost Avoidance Reports

10.4.4 Subcontracting Plan Reports

10.4.5 Accurate and Timely Submission of Reports and DIR Administrative Fees

10.5 Records and Audit

10.5.1 Review by State Auditor

10.5.2 Review by DIR or its Designee

10.5.3 Records Retention and Access

10.6 Proof of Financial Stability and Notice of Financial Events

11 Dispute Resolution

11.1 No Waiver

11.2 Dispute Resolution Process

11.3 Vendor Performance Reporting Required

12 Termination

12.1 Absolute Right to Terminate

12.2 Immediate Suspension

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12.3 Termination for Non-Appropriation

12.3.1 Termination for Non-Appropriation by Customer

12.3.2 Termination for Non-Appropriation by DIR

12.4 Termination for Convenience

12.5 Termination for Cause

12.5.1 Termination for Cause by DIR

12.5.2 Termination for Cause by Successful Respondent

12.5.3 Termination for Cause by Customer

12.6 Customer Rights Under Termination of Contract

12.7 Successful Respondent Rights Under Termination of Purchase Agreement

12.8 Transition Assistance

13 Indemnification and Liability

13.1 Indemnification

13.2 Infringements

13.3 Property Damage

13.4 Limitation of Liability

14 Required Insurance Coverage

14.1 General Insurance Requirements

14.2 Provider and Additional Insured Requirements

14.3 Commercial General Liability

14.4 Workers’ Compensation Insurance

14.5 Business Automobile Liability Insurance

15 Successful Respondent Obligations

15.1 Drug Free Workplace Policy

15.2 Ability to Conduct Business in Texas

15.3 Equal Opportunity Compliance

15.4 Use of Subcontractors

15.5 Responsibility for Actions

15.6 Taxes, Worker’s Compensation, and Unemployment Insurance

15.7 Confidentiality and the Texas Public Information Act

15.8 No Recordings

15.9 Security of Premises, Equipment, Data and Personnel

15.10 Background and Criminal History Investigation

15.11 Overcharges

15.12 Use of State Property

15.13 Immigration

15.14 Product or Services Substitutions

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15.15 Secure Erasure of Hard Disk Capability

15.16 Successful Respondent Reporting Requirements

15.17 Artificial Intelligence (AI) Requirements

16 Required Clauses and Certifications

16.1 Antitrust Affirmation

16.2 Buy Texas

16.3 Child Support Obligation Affirmation

16.4 Cloud Computing Risk and Authorization Management Program (TX-RAMP)

16.5 Computer Equipment Recycling Program

16.6 Contracting Information Responsibilities

16.7 COVID-19 Vaccine Passport Prohibition

16.8 Critical Infrastructure Affirmation

16.9 Additional Certification Regarding Foreign Ownership

16.10 Cybersecurity Training

16.11 Data Management and Security Controls

16.12 Dealings with Public Servants

16.13 Deceptive Trade Practices; Unfair Business Practices

16.14 Debts and Delinquencies

16.15 Energy Company Boycotts

16.16 Entities that Boycott Israel

16.17 E-Verify Program

16.18 Excluded Parties

16.19 Executive Head of a State Agency Affirmation

16.20 Financial Participation Prohibited

16.21 Firearm Entities and Trade Associations Discrimination

16.22 Foreign Terrorist Organizations

16.23 Former Agency Employees

16.24 Human Trafficking Prohibition

16.25 No Conflicts of Interest

16.26 Prior Disaster Relief Contract Violation

16.27 Public Information

16.28 Suspension and Debarment

16.29 Additional Certifications

16.30 No False Statements

16.31 Updates to Certifications

16.32 Customers May Require Additional Certifications

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1 Contract Scope Successful Respondent shall make the products and services specified in the Contract available for purchase by Eligible Customers under the terms and conditions provided by the Contract.

2 No Quantity Guarantees The Contract is not exclusive to Successful Respondent. Eligible Customers may obtain products and services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products or services will be procured through the Contract.

3 Definitions Except as otherwise expressly provided herein, all capitalized terms used in the Contract shall have the meanings given to them in this Section.

3.1 Business Day

Refers to days on which normal business operations are typically conducted, excluding weekends and national holidays specified in Texas Government Code Section 662.003. If the Contract calls for performance on a day that is not a Business Day, then performance will occur on the next Business Day. Unless otherwise stated, a Business Day begins at 12:00 a.m. and ends at 11:59 p.m., Central Time.

3.2 Compliance Check

An audit or similar review of Successful Respondent’s compliance with the Contract performed by a third-party auditor, DIR staff, or their designees.

3.3 Contract

The Master Cooperative Contract between DIR and Successful Respondent, including all Appendices, Exhibits, and other attachments thereto. Notwithstanding the foregoing, unless expressly provided or the context otherwise requires, references to the Contract in conjunction with Section or Article references shall be deemed references to the body of the Contract.

3.4 Customer

An entity that purchases goods or services under the Contract.

3.5 Customer Data

Any data or information of or regarding a Customer that is provided to or obtained by Successful Respondent in connection with the negotiation and execution of the Contract or the performance of Successful Respondent's obligations under the Contract. For the avoidance of doubt, Customer Data includes information about Customers provided by DIR to Successful Respondent.

Customer Data does not include:

(a) financial and accounting information (including costs, expenditures, billing collections, Appendix A: Standard Contract Terms and Conditions Page 8 revenues, and finances) of Successful Respondent or its Third-Party Providers;

(b) information created by Successful Respondent to measure the productivity and efficiency of its products and services or to improve the processes and procedures used by Successful Respondent in the performance of its obligations under the Contract;

(c) human resources and personnel information of Successful Respondent or its Third-Party Providers; or

(d) information with respect to third-party contracts or licenses of Successful Respondent, its affiliates or subcontractors and used in the performance of its obligations under the Contract.

3.6 Eligible Customer

Any entity designated by DIR or by law as eligible to purchase goods and services through DIR’s cooperative contracts program, including any of the following entities identified in Texas Government Code Section 2054.0525:

(a) a state agency;

(b) a local government;

(c) the legislature or a legislative agency;

(d) the supreme court, the court of criminal appeals, or a court of appeals;

(e) a public hospital owned or operated by this state or a political subdivision or municipal corporation of this state, including a hospital district or hospital authority;

(f) an independent organization certified under Texas Utilities Code Section 39.151, for the ERCOT power region;

(g) the Texas Permanent School Fund Corporation;

(h) an assistance organization, as defined by Texas Government Code Section 2175.001;

(i) an open-enrollment charter school, as defined by Education Code Section 5.001;

(j) a private school, as defined by Education Code Section 5.001;

(k) a private or independent institution of higher education, as defined by Education Code Section 61.003;

(l) a public safety entity, as defined by 47 U.S.C. Section 1401;

(m) a volunteer fire department, as defined by Texas Tax Code Section 152.001; and

(n) a governmental entity of another state.

The Parties acknowledge and agree that the scope of Eligible Customers is subject to modification by the Texas Legislature, and that the then-current statutory definition for “Eligible entity” shall control for all purposes.

3.7 Designated Reseller

Refers to the company or companies designated by Successful Respondent to provide products, Appendix A: Standard Contract Terms and Conditions Page 9 services, and support resources to Customers under this Contract as referenced in Section 7 of the Master Contract.

3.8 DIR

Refers to the Texas Department of Information Resources.

3.9 Effective Date

Refers to the date on which the last party signs the Contract.

3.10 Invoice

Refers to an instrument submitted by Successful Respondent to Customer for payment of goods or services.

3.11 Purchase Agreement

Refers to the binding documents or set of documents used by Customer and accepted by Successful Respondent to purchase products or services from Successful Respondent under the Contract. A Purchase Agreement may take the form of a fiscal purchase order, Statement of Work, service agreement, procurement card, purchase order, fiscal form, other authorized instrument, or a combination of such documents.

3.12 State

Refers to the State of Texas.

3.13 Statement of Work (SOW)

Refers to a document entered into between Customer and Successful Respondent that states the requirements for a Purchase Agreement, including deliverables, performance specifications, and other requirements specific to the Successful Respondent under the Purchase Agreement that are not specified in the Contract.

3.14 Successful Respondent

Refers to the party identified as either “Successful Respondent” or “Vendor” in Section 1.1 of the Contract.

3.15 Subcontracting Plan

The State of Texas Subcontracting Plan (SP) Form submitted by Successful Respondent, identified as Appendix B to the Contract and updated throughout the life of the Contract pursuant to Appendix A, Section 15.4 Use of Subcontractors.

3.16 Third-Party Provider

Refers to an affiliate, subcontractor, vendor, reseller, order fulfiller, manufacturer, publisher, distributor, Designated Reseller, or other person or entity designated or directed by Successful Respondent to provide products or services to a Customer in performance of, related to, or in support of a Purchase Agreement issued under the Contract.

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4 General Provisions

4.1 Entire Agreement

The Contract constitutes the entire agreement between DIR and Successful Respondent. No statement, promise, condition, understanding, inducement, or representation, oral or written, expressed or implied, which is not contained in the Contract is binding or valid.

Customers shall execute a Purchase Agreement with Successful Respondent to purchase products or services under the Contract. The Contract and the Purchase Agreement constitute the entire agreement between the Customer and Successful Respondent. No statement, promise, condition, understanding, inducement, or representation, oral or written, expressed or implied, which is not contained in the Contract or the Purchase Agreement is binding or valid.

4.2 Modification of Contract Terms and Amendments

(a) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract.

(b) Except as provided below, the parties to the Contract may only modify or amend the Contract upon mutual written agreement signed by authorized representatives of both DIR and Successful Respondent.

(c) Notwithstanding Section 4.2(b) above, DIR reserves the right, in its sole discretion, to unilaterally, upon thirty (30) calendar days written notice to Successful Respondent without the Successful Respondent’s written consent or signature, amend the Contract prior to award and throughout the term of the Contract to incorporate any modifications necessary for DIR’s compliance with all applicable state and federal laws, regulations, requirements, and guidelines, or to satisfy a procedural change due to DIR system upgrades or additions.

(d) Notwithstanding Section 4.2(b) above, the parties may modify or amend Appendix B, Subcontracting Plan, by mutual agreement through written correspondence without an amendment to the Contract.

(e) Customers do not have authority to modify the terms of the Contract. However, the Master Cooperative Contract authorizes Additional Agreements that do not conflict with the Contract and that are acceptable to both Customer and Successful Respondent to be added in a Purchase Agreement and given effect. No Additional Agreement added in a Purchase Agreement can conflict with or diminish a term or condition of the Contract. In the event of a conflict between a Purchase Agreement and the Contract, the Contract controls.

(f) Customer and Successful Respondent will negotiate and enter into written agreements regarding Statements of Work, service level agreements, remedies, acceptance criteria, information confidentiality, security requirements, limitation of liability (if any), and other terms specific to their Purchase Agreements under the Contract.

4.3 Invalid Term or Condition

(a) To the extent any term or condition of the Contract conflicts with an applicable state or

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United States law or regulation, that Contract term or condition is void and unenforceable. By executing a Contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of the term or condition and DIR does not waive the applicable state or United States law or regulation which conflicts with the Contract term or condition.

(b) If a term or condition in the Contract, or the application of a term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative Hearings or a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances remains valid and in full force and effect.

4.4 Assignment

(a) DIR may assign the Contract or its rights and obligations under the Contract without prior written approval to: 1) a successor in interest (another state agency as designated by the Texas Legislature) or 2) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority.

(b) A Customer may assign a Purchase Agreement issued under the Contract or its rights and obligations under the Purchase Agreement without prior written approval to: 1) a successor in interest (another state agency as designated by the Texas Legislature) or 2) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority.

(c) Successful Respondent shall not assign or delegate the Contract or its rights or obligations under the Contract, including by operation of law or through a change in control, without prior written approval from DIR. Any attempted assignment or delegation in violation of this provision is null and void and has no effect.

(d) Successful Respondent shall not assign or delegate a Purchase Agreement or its rights or obligations under the Purchase Agreement, including by operation of law or through a change in control, without prior written approval from the Customer. Any attempted assignment or delegation in violation of this provision is null and void and has no effect.

4.5 Survival

(a) All Purchase Agreements shall survive the expiration or termination of the Contract for the term of the Purchase Agreement, unless the Customer terminates the Purchase Agreement sooner. However, regardless of the term of the Purchase Agreement, no Purchase Agreement shall survive the expiration or termination of the Contract for more than three

(3) years (the “Survival Term”).

(b) In all instances of expiration or termination of the Contract, Successful Respondent shall continue to report all sales and pay the DIR Administrative Fees for the duration of the Survival Term. For the avoidance of doubt, Successful Respondent shall report even in months where sales are $0.

(c) Any provision of this Contract that contemplates performance or observance subsequent

Appendix A: Standard Contract Terms and Conditions Page 12 to any termination or expiration of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect. Additionally, all provisions of this Agreement shall survive the expiration or termination of this Agreement to the fullest extent necessary to give the Parties the full benefit of the bargain expressed herein.

(d) The following provisions are among those that survive termination of the Contract or a Purchase Agreement:

(1) Contract Section 5, and Section 10.4 of this Appendix A regarding the DIR Administrative Fee, and any and all payment obligations for which invoices were provided to Customer prior to the termination or expiration of the Contract;

(2) Section 4.10, Warranty and Return Policies;

(3) Section 4.12, Non-solicitation of Customer Employees;

(4) Section 5, Intellectual Property Matters;

(5) Section 6, Data Terms;

(6) Section 13, Indemnification and Liability;

(7) Section 10.4, Required Reports;

(8) Section 10.5, Records and Audit;

(9) Sections 12.6 and 12.7 regarding Rights Upon Termination;

(10) Section 14, Required Insurance Coverage; and

(11) Section 15.7, Confidentiality and the Texas Public Information Act.

4.6 Choice of Law

The Contract is governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions.

4.7 Compliance with Laws

Successful Respondent shall comply with all laws and regulations applicable to the Contract and to the goods and services purchased under the Contract through a Purchase Agreement, as these laws and regulations currently exist and may be amended throughout the term of the Contract and any applicable Purchase Agreement.

4.8 Limitation of Authority

Successful Respondent has no authority to act for or on behalf of DIR or the State except as expressly provided for in the Contract; no other authority, power or use is granted or implied.

Successful Respondent may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State or DIR.

4.9 Independent Contractor

Successful Respondent agrees and acknowledges that during the existence of the Contract and

Appendix A: Standard Contract Terms and Conditions Page 13 any resulting Purchase Agreements, it is furnishing services in the capacity of an independent contractor and that Successful Respondent and its personnel are not employees of the Customer, DIR, or the State of Texas.

4.10 Warranty and Return Policies

Customers may provide written notice to Successful Respondent of errors, inaccuracies, or other deficiencies in products or services provided by Successful Respondent under a Purchase Agreement within thirty (30) calendar days of receipt of an Invoice for the products or services.

Successful Respondent shall correct the error, inaccuracy, or other deficiency at no additional cost to Customer.

In addition to the minimum warranty provided above, Successful Respondent shall adhere to Successful Respondent’s then-currently published policies concerning warranties and returns.

Warranty and return policies offered to Customers shall not be more restrictive or more costly than warranty and return policies for other similarly situated customers for similar products and services.

4.11 Force Majeure

DIR, Customer, or Successful Respondent may be excused from performance under the Contract or a Purchase Agreement for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, court order, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome (each such event, an “Event of Force Majeure”), on the condition that the party experiencing an Event of Force Majeure has prudently and promptly acted to take all steps that are within the party’s control to ensure performance and to shorten the duration or impact of the Event of Force Majeure. The party suffering an Event of Force Majeure shall provide notice of the Event to the other parties when commercially reasonable. Subject to this Section, non-performance due to an Event of Force Majeure shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Agreement if Customer determines that Successful Respondent will not be able to deliver services in a timely manner to meet the business needs of the Customer. Upon request by DIR or Customer, Successful Respondent shall provide copies of its most recent business continuity and disaster recovery plans.

4.12 Non-Solicitation of Customer Employees

Successful Respondent shall not solicit, directly or indirectly, any DIR employee who is associated with the Contract during the Contract term or for a period of ninety (90) calendar days following the expiration or termination of the Contract. Further, Successful Respondent shall not solicit, directly or indirectly, any Customer employee who is associated with a Purchase Agreement during the Purchase Agreement term or for a period of ninety (90) calendar days following the expiration or termination of the Purchase Agreement. For the avoidance of doubt, the publication of a generally available advertisement or solicitation and the consideration and hiring of a person responding to such a solicitation is not a breach of this Section, unless the advertisement or solicitation is undertaken as a means to circumvent this Section. This provision shall not operate or

Appendix A: Standard Contract Terms and Conditions Page 14 be construed to prevent or limit any employee's right to practice his or her profession or to utilize his or her skills for another employer or to restrict any employee's freedom of movement or association.

4.13 General Requirements of Lease Documents

The following general terms apply to all lease-type documents and agreements entered into in connection with the Contract or a Purchase Agreement.

(a) All leases and lease-related documents are Additional Agreements as defined in the Contract.

(b) Leases shall not automatically renew at the end of the term.

(c) Any fees beyond those set forth in Appendix C, Pricing Index, must be explicitly identified in the lease documents. This includes but is not limited to early termination fees, shipping fees, return fees, and any other charge or fee related to the lease.

(d) Remedies for breach of the lease must include all remedies available in the Contract.

Successful Respondent may not disclaim damages or establish exclusive remedies in the lease documents.

(e) Customers shall not be required to obtain consent before relocating a piece of leased equipment, but the Successful Respondent may require a reasonable form of notice of the relocation.

(f) Customers shall not indemnify Successful Respondent.

4.14 Submission of Written Complaints

A person may submit a written complaint to DIR using the form provided on DIR’s webpage at the following address: https://dir.texas.gov/form/complaints.

4.15 Captions

The captions contained in the Contract, Appendices, and Exhibits are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision.

5 Intellectual Property Matters

5.1 Intellectual Property Matters Definitions

5.1.1 Work Product

Means all deliverables produced by Successful Respondent for Customer under a Statement of Work issued pursuant to the Contract, including all tangible or intangible items or things that have been or will be prepared, created, developed, produced, invented or conceived at any time after the Effective Date in connection with, or as a result of, the services provided under the Contract, including but not limited to any:

(a) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, https://dir.texas.gov/form/complaints

Appendix A: Standard Contract Terms and Conditions Page 15 configurations, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, information, multimedia files, text web pages or websites, other written or machine readable expression of works fixed in any tangible media, and all other copyrightable works);

(b) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin;

(c) ideas, designs, concepts, personality rights, methodologies, processes, techniques, apparatuses, inventions, formulas, approaches, specifications, systems, discoveries, or improvements, including any patents, trade secrets and know-how;

(d) domain names;

(e) any copies, and similar or derivative works to any of the foregoing, all documentation and materials related to any of the foregoing;

(f) all other goods, services, or deliverables to be provided to Customer under the Contract or a Statement of Work; and

(g) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented, or conceived for the use or benefit of Customer in connection with the Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer’s benefit:

(1) by any Successful Respondent personnel or Customer personnel; or

(2) any Customer personnel who then became personnel to Successful Respondent or any of its affiliates or subcontractors, where, although creation or reduction-to-practice is completed while the person is affiliated with Successful Respondent or its personnel, any portion of which was created, invented or conceived by that person while affiliated with Customer.

5.1.2 Intellectual Property (IP) Rights

Means the worldwide legal rights or interests, including but not limited to all United States and foreign patents, copyrights, trademarks, service marks, trade secrets, moral rights, author’s rights, reversionary rights, and any and all other intellectual property or similar rights, evidenced by or embodied in:

(a) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know-how;

(b) any work of authorship, including any copyrights, moral rights, or neighboring rights;

(c) any trademark, service mark, trade dress, trade name, or other indicia of source or origin;

(d) domain name registrations; and

(e) any other proprietary or similar rights.

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The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses.

5.1.3 Third Party IP

Means the Intellectual Property Rights of any third party that is not a party to the Contract or a Purchase Agreement issued under the Contract, and that is not directly or indirectly providing any goods or services to Customer under the Contract or a Purchase Agreement issued under the Contract.

5.1.4 Successful Respondent IP

Shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Successful Respondent:

(a) prior to providing any services or Work Product to Customer and prior to receiving any documents, materials, information, or funding from or on behalf of Customer relating to the services or Work Product; or

(b) after the Effective Date if tangible or intangible items or things were independently developed by Successful Respondent outside Successful Respondent’s provision of services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Successful Respondent or any of its affiliates or subcontractors, where, although creation or reduction-to-practice is completed while the person is affiliated with Successful Respondent or its personnel, any portion of which was created, invented or conceived by the person while affiliated with Customer.

5.2 Ownership

As between Successful Respondent and Customer, the Work Product and any associated Intellectual Property Rights are and shall be owned exclusively by Customer, and not Successful Respondent. Successful Respondent specifically agrees that the Work Product shall be considered “works made for hire” and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Successful Respondent agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title, and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Successful Respondent acknowledges that Successful Respondent and Customer do not intend Successful Respondent to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday through Friday, 8:00 a.m. to 5:00 p.m.) and upon reasonable prior notice to Successful Respondent, to all Successful Respondent materials, premises, and computer files containing the Work Product. Successful Respondent and Customer, as appropriate, will cooperate with one another and execute other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work

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Product by Successful Respondent. Successful Respondent will not make or retain any copies of the Work Product or any documentation or other products and results of the services without the prior written consent of Customer.

5.3 Further Actions

Successful Respondent, upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of further documents in a form determined by Customer. In the event Customer shall be unable to obtain Successful Respondent’s signature due to the dissolution of Successful Respondent or Successful Respondent’s unreasonable failure to respond to Customer’s repeated requests for signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Successful Respondent irrevocably designates and appoints Customer and its duly authorized officers and agents as Successful Respondent’s agent and Successful Respondent’s attorney-in-fact to act for and in Successful Respondent’s behalf and stead to execute and file any document and to do all other lawfully permitted acts to further any purpose with the same effect as if executed and delivered by Successful Respondent, provided however that no grant of right to Customer is applicable if Successful Respondent fails to execute any document due to a good faith dispute by Successful Respondent with respect to the document. It is understood that this power is coupled with an interest and is therefore irrevocable.

Customer shall have the full and sole power to prosecute applications and to take all other action concerning the Work Product, and Successful Respondent shall cooperate in the preparation and prosecution of all applications and in any legal actions and proceedings concerning the Work Product.

5.4 Waiver of Moral Rights

Successful Respondent irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Successful Respondent may now have or which may accrue to Successful Respondent’s benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Successful Respondent acknowledges the receipt of equitable compensation for its assignment and waiver of Moral Rights. The term “Moral Rights” refers to any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not the right is denominated or referred to as a moral right.

5.5 Confidentiality

All documents, information and materials forwarded to Successful Respondent by Customer for use in and preparation of the Work Product shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Successful Respondent under Section 5.8 Successful Respondent License to Use. Hereunder, Successful Respondent shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in

Appendix A: Standard Contract Terms and Conditions Page 18 any manner without the prior written approval of Customer.

5.6 Injunctive Relief

The Contract is intended to protect Customer’s proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of those rights would cause substantial and irreparable harm to Customer’s business. Therefore, Successful Respondent acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of the Contract, upon a request by Customer, without requiring proof of irreparable injury as injury should be presumed.

5.7 Return of Materials Pertaining to Work Product

Upon the request of Customer, but in any event upon expiration or termination of the Contract, or a Statement of Work, Successful Respondent shall surrender to Customer (1) all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data; and (2) all other documents or materials (generated or developed by Successful Respondent or furnished by Customer to Successful Respondent, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in that Work Product, regardless of whether complete or incomplete. This Section is intended to apply to all Work Product as well as to all documents and things furnished to Successful Respondent by Customer or by anyone else that pertain to the Work Product, including originals and copies.

5.8 Successful Respondent License to Use

Customer grants to Successful Respondent a non-transferable, non-exclusive, royalty-free, fully paid-up license to use any Work Product solely as necessary to provide the services to Customer.

Except as provided in this Section, neither Successful Respondent nor any Third-Party Provider shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer’s sole discretion.

5.9 Third-Party Underlying and Derivative Works

(a) To the extent that any Successful Respondent IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the services, Successful Respondent grants to the Customer, or shall obtain from the applicable third party for Customer’s benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for Customer’s internal business purposes only, to

(1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon Successful Respondent IP or Third-Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and

(2) authorize others to do any or all of the foregoing. Successful Respondent agrees to notify Customer on delivery of the Work Product or services if the materials include any

Appendix A: Standard Contract Terms and Conditions Page 19

Third-Party IP.

(b) On request, Successful Respondent shall provide Customer with documentation indicating a third party’s written approval for Successful Respondent to use any Third-Party IP that may be embodied or reflected in the Work Product.

5.10 Agreement with Third Party Providers

Successful Respondent agrees that it shall have written agreement(s) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any Third Party Providers, prior to their providing services or Work Product pursuant to the Contract, and that Successful Respondent shall maintain the written agreements at all times during performance of the Contract, which are sufficient to support all performance and grants of rights by Successful Respondent. Successful Respondent will promptly give copies of the agreements to the Customer upon request.

5.11 License to Customer

Successful Respondent grants to Customer, at no additional charge, a worldwide, non-exclusive, perpetual, irrevocable, royalty free right and license, solely for the Customer’s internal business purposes, to use, reproduce, modify, display, perform (by any means), transmit, distribute, store, prepare derivative works of, and otherwise exploit any Successful Respondent IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging third parties to assist or carryout Customer’s internal business use of the Work Product. Except for the preceding license, all rights in Successful Respondent IP remain in Successful Respondent.

5.12 Successful Respondent Development Rights

To the extent not inconsistent with Customer’s rights in the Work Product or as set forth herein, nothing in the Contract shall preclude Successful Respondent from developing for itself, or for others, materials which are competitive with those produced as a result of the services provided hereunder, on the condition that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by the competitive materials. To the extent that Successful Respondent wishes to use the Work Product or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Successful Respondent and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for the desired use.

6 Data Terms

6.1 Authorized Use of Customer Data

Successful Respondent and its Third-Party Providers shall not use Customer Data for any purpose other than the fulfillment of this Contract. Successful Respondent shall not use Customer Data in any manner for purposes of training artificial intelligence technologies unless Successful Respondent obtains Customer’s prior written consent. Successful Respondent shall not sell, assign, lease, or encumber Customer Data.

Appendix A: Standard Contract Terms and Conditions Page 20

6.2 Data Location

Regardless of any other provision of the Contract or its incorporated or referenced documents, all Customer Data for Customers located in the State of Texas must remain and be located, handled, stored, processed, accessed, viewed, transmitted, and received, always and exclusively within the United States, unless the Customer provides specific written authorization for Customer Data to be located elsewhere. All Customers located outside the State of Texas may allow data location and handling outside of the United States at the Customer’s discretion. Customers should consider whether they require U.S.-only data location and handling and make Successful Respondent aware of their requirements.

6.3 Data Classification

Upon request of a Customer that is a Texas state agency, Successful Respondent shall coordinate with Customer to implement a data classification scheme, as required under Texas Government Code Section 2054.161, for any data used in or produced from the products and services.

6.4 Data Breach Notification and Response

In the event that Successful Respondent discovers, is notified of, or knows of any actual, suspected, or threatened data breach that compromises or could reasonably be expected to compromise Customer Data through unauthorized use, disclosure, or acquisition, Successful Respondent shall promptly, but no later than eight (8) hours after such discovery, provide notice of such breach to the affected Customer and, if the affected Customer is located in Texas, to DIR.

After such notification, Successful Respondent shall:

(a) investigate to determine the nature, cause, and extent of the breach;

(b) take any action necessary to contain the incident and remediate, as soon as practicable and to the extent practicable, any harmful effect of the breach known to Successful Respondent;

(c) provide Customer and DIR with regular updates on the status of the breach; and

(d) cooperate with Customer in providing any required notices regarding the breach.

7 Accessibility Standards

7.1 General Accessibility Requirements

(a) Under Texas Government Code Chapter 2054, Subchapter M, and DIR implementing rules, DIR and certain Customers must procure electronic and information resources that comply with the accessibility standards defined in Texas Administrative Code Title 1 Chapter 206 and Chapter 213, and in the Worldwide Web Consortium WCAG 2.1 AA technical standard as applicable when products or services are available in the commercial marketplace or when products are developed in response to procurement solicitations. All associated documentation must also be in an accessible format. Examples of accessible format include:

properly formatted PDFs created by exporting documents instead of creating a jpeg file; alt text for images; keyboard-only navigation; color contrast; compatible with zoom

Appendix A: Standard Contract Terms and Conditions Page 21 magnification; graphics include labels and do not rely solely on color.

(b) The Parties acknowledge and agree that accessibility requirements are subject to modification by relevant legislative bodies, and that the then-current accessibility requirements shall control for all purposes.

(c) Successful Respondent shall work with Customer to ensure that the products and services provided pursuant to the Contract and any associated Purchase Agreement comply with the Customer’s accessibility requirements.

7.2 Specific Accessibility Requirements

(a) Successful Respondent shall cooperate with Customers, including by providing the information and documents identified below, to ensure that Customers are able to comply with all applicable accessibility laws and standards in purchasing products and services under this Contract.

(b) Upon Customer request, Successful Respondent must provide accurate Accessibility Conformance Reports (ACRs) created using the applicable sections of the Voluntary Product Accessibility Template® (VPAT®) WCAG Edition (Version 2.4 or higher) or URL links to specific ACRs located on manufacturer webpages (where available) for Commercial Off the Shelf (COTS) products, including Software as a Service (SaaS), for each product, product family, or service (as applicable) requested by such Customer. Instructions on how to complete this document are included in the template itself. Successful Respondent may provide ACRs based on earlier versions of the VPAT® template if completed ACRs are based on testing within the past two years. If Successful Respondent claims that a proposed product, family of products, or service is exempt from accessibility requirements, it must specify the exempt product or family of products and the basis for the exemption in “Notes” located in the product information section of the VPAT 2.4 or higher.

(c) Upon Customer request, Successful Respondent must provide a completed, current, and accurate Vendor Accessibility Development Services Information Request (VADSIR) form for non-COTS offerings (such as IT related development services and services that include user accessed, online components) which documents Successful Respondent’s capability or ability to produce accessible electronic and information resources.

(d) For non-COTS offerings, Successful Respondent must ensure that the accessibility standards defined in Texas Administrative Code Title 1 Chapter 206 and Chapter 213, and other applicable standards, are integrated into key phases of the project development lifecycle including but not limited to planning, design, development, quality assurance testing, functional testing, user acceptance testing, maintenance; and report accessibility status at key project checkpoints as defined by Customers.

(e) Upon Customer request, Successful Respondent must provide a completed, current, accurate, Policy Driven Adoption for Accessibility (PDAA) Vendor Self-Assessment.

(f) Upon Customer request, Successful Respondent must provide additional documentation that supports the information contained in the aforementioned completed forms.

Examples may include but are not limited to executed accessibility test plans and results, Appendix A: Standard Contract Terms and Conditions Page 22 corrective actions plans, description of accessibility test tools, platforms, methods, and prior work.

8 Contract Promotion

8.1 Texas State Agencies Required to Purchase Through DIR Contracts Texas Government Code Section 2157.068 requires Texas state agencies to buy commodity items using contracts developed by DIR unless the agency obtains an exemption from DIR.

Successful Respondent shall direct all Texas state agencies to coordinate all sales through existing DIR contracts unless Customer demonstrates that it has obtained a written exemption from DIR.

Institutions of higher education are exempt from this Section.

8.2 Endorsements

DIR does not endorse vendors, products, or services. The existence of this Contract does not indicate in any way that DIR endorses, approves, or otherwise recommends Successful Respondent or its offerings.

8.3 Public Disclosure

Successful Respondent shall not make public disclosures or news releases about the Contract without prior written approval of DIR.

8.4 Internet Access to Contract and Pricing Information

No later than thirty (30) calendar days after the Effective Date, Successful Respondent shall establish and maintain a webpage specific to the services awarded under the Contract that is clearly distinguishable from other, non-DIR Contract offerings on Successful Respondent’s webpage. Successful Respondent must use a web hosting service that provides a dedicated internet protocol address.