Exhibit 1.1 - Definitions

Pennsylvania Department of Transportation

(PennDOT)

Mainframe Services

Exhibit 1.1 Definitions

RFP 3525R03

Exhibit 1.1 (Definitions) RFP 3525R03

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Exhibit 1.1 Definitions When used in this contract with initial capital letters, the terms listed in this Exhibit shall have the meanings set forth herein.

Term Definition Acceptance or Accepted The determination, in PennDOT’s reasonable discretion and in accordance with MST Section 3.5 Acceptance, confirmed in writing by PennDOT, that Software, Equipment, Systems, and/or other Deliverables are in Compliance, in accordance with MST Section 13.2 Developed Materials and the Service Management Manual (SMM) or other criteria agreed to in writing by the parties.

Acceptance Criteria The criteria that Service Provider must confirm have been met prior to submitting a Deliverable for Acceptance by PennDOT. Acceptance Criteria include: (i) any mutually agreed written criteria identified as Acceptance Criteria,

(ii) Compliance, (iii) for all Software and System deliverables that process data, such item successfully integrates with all other Services, Software, Equipment, Systems, and other resources and is fully documented such that the anticipated end user can utilize the functionality of such Deliverable in the manner and for the purpose intended and that reasonable knowledgeable professionals can understand, maintain, support, and modify such Deliverable in accordance with its intended use.

Acceptance Review Period For each Deliverable, either (i) the period of time set forth in the applicable plan, if any, or (ii) if no such period is set forth in a PennDOT-approved plan, ten (10) Business Days following Service Provider’s written notice to PennDOT that Service Provider has completed any Deliverable, which shall include Service Provider’s internal testing as required under this contract, to determine whether it Complies with its Acceptance Criteria. A notice of completed Deliverable submitted outside a Business Day shall be considered to be submitted for the purpose of PennDOT internal review, on the Business Day immediately following the day on which such notice was submitted.

Action Plan or Corrective Action Plan (CAP)

A written plan detailing measures to be taken to correct a deficiency or resolve an identified problem.

Addendum A modification of the Solicitation issued by the PennDOT.

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Term Definition ADM Application Development and Maintenance

Affiliate With respect to an Entity, any other Entity that directly or indirectly Controls, is Controlled by, or is under common Control with that Entity at the time in question.

Agentic AI An autonomous (self-governed) AI tool that can automate complex tasks, act autonomously, and make or execute decisions on behalf of users with minimal human interaction or intervention, often powered by large AI models.

AI A machine-based system that can, for a given set of human-defined objectives, make predictions, recommendations, or decisions influencing real or virtual environments. AI includes systems that use machine-and human-based inputs to perceive real and virtual environments; abstract such perceptions into models through analysis in an automated manner; and use model interference to formulate options for information or action.

API Application Program Interface.

Applications and Applications Software

All software programs and programming (and all modifications, replacements, Upgrades, enhancements, documentation, materials, media, on-line help documentation and tools related thereto) that perform user or PennDOT-related information processing functions or support day-to-day operations (including the supporting documentation, media, online help facilities, and tutorials), or otherwise used in the provision of Services by Service Provider. Applications include all such programs and programming in use or required to be used as of the Commencement Date. Applications also include all such programs and programming developed and/or introduced by or for PennDOT or Service Provider during the Term. Applications do not include the Management Tools, utilities, or Operating Software or Systems Software used to deliver Applications.

Application Instance An Application Instance is an operating instance of an Application running in production with its own unique process ID.

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Assessment Notice Date Means the date on which PennDOT notifies the Service

Provider that that the Security Assessment concludes that the security program does not meet or exceed the Standards of Due Care as set forth in Exhibit 2.1 (Mainframe Services Statement of Work), Section

13.8 Security Assessments.

Assistance Event Means any termination (in whole or in part) under, or the expiration of, the contract, or the discontinuance of the provision of the Services (in whole or in part).

At-Risk Amount For any month during the Term, the percent (%) of the Service Level Invoice Amount, which is the maximum amount that the Service Provider will have at risk for Service Level Credits as set forth in Exhibit 3.1 (Service Level and Deliverable Matrix).

Audit Period The period of time beginning upon the Effective Date and continuing through the end of the seventh (7th) calendar year after the year in which Service Provider ceases performing the Services.

Authorized User(s) Unless otherwise indicated, the officers, directors, employees, contractors, agents, PennDOT technical staff, or any other person(s) designated by PennDOT to receive or use the Systems or Services provided by Service Provider.

Availability or Available The period for which the full functionality of a Service component is ready for use by Authorized Users and is not degraded in any material respect.

Availability Management Means processes to ensure Services are available as contemplated by the contract, including new or modified IT service management methodologies and tools, as well as technology modifications or upgrades of IT infrastructure systems and components.

Bankruptcy Code United States Bankruptcy Code (11 U.S.C. §101 et. seq.

or any similar Law in any other country.

Bankruptcy Rejection Defined in Section 365 of the Bankruptcy Code.

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Benchmarker, Benchmarking An independent third party engaged to compare the quality and price of all or any Service Component of the Services against the quality and price of representative suppliers performing similar services to determine whether PennDOT is receiving from Service Provider pricing and levels of service that are competitive with market rates and prices, given the nature, volume and type of Services and Service Levels provided by Service Provider hereunder (“Benchmarking”).

Billing Month The monthly billing period from the first day of the calendar month through the last day of the same calendar month with the following potential exceptions: (i)If the Commencement Date of Service or any New Service occurs on a day later than the first day of a calendar month, then the first Billing Month shall be the period from the Commencement Date through the last day of such calendar month, and in that case, any amounts payable on a monthly basis shall be prorated for such month based upon the actual number of days from the Commencement Date to the end of such month; or (ii) in the event of Termination, if the Termination Date occurs on a day prior to the last day of a calendar month, then the last Billing Month shall be the period from the first calendar day of the month of Termination through the Termination Date. Any amounts payable on a monthly basis shall be prorated for such month based upon the actual number of days from the first calendar day of the month of Termination to the Termination Date.

Business Continuity Plan Means a collection of procedures and information which is developed, compiled, and maintained in readiness for use in the event of an emergency or disaster.

Business Continuity Services Means the overall enterprise plans and specific activities of PennDOT and/or Service Provider that are intended to enable continued business operations in the event of any unforeseen interruption (e.g., plans and activities to move a department to a new location in the event of a disruption).

Business Day Each day from Monday through Friday, excluding State holidays, 8:30 a.m. to 5:00 p.m., Local Time.

Business Hours See “Business Day”

CAB See “Change Advisory Board”.

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Call A contact (including by telephone, voicemail, electronic mail, fax, automated tool, or web request) to Service Provider reporting a problem, requesting assistance or Services, or asking a question pertaining to the Services, as well as automated alerts and other problems and Service notifications communicated to Service Provider.

CAP Failure Credit A Service Level Credit in an amount equal to one percent (1 %) of the then-current Service Level Invoice Amount (the "CAP Failure Credit") due upon the occurrence of (i) an additional Service Delivery Failure, or (ii) if the Service Provider fails to implement the Service Delivery Corrective Action Plan in the specified timetable or if after the implementation of the Service Delivery Corrective Action Plan performance has not consistently improved as designated in Article 7 of Exhibit 3.0 (Performance Model).

Capacity Management Means the processes responsible for ensuring that the elements that collectively make up the Service can deliver the identified capacity in a cost effective and timely manner.

Change(s) Any addition, modification, alteration, or deletion to (i) any installed and supported IT Equipment or Software components, or (ii) the policies, procedures, or documentation on how Services are performed. This includes all production, test, and development system Equipment and Software, any management and support tools and utilities deployed in the IT environment, all associated documentation, as well as the methodologies used to manage and support delivery of the Services.

Changes may arise reactively in response to Incidents or Problems or externally imposed requirements (e.g., legislative Changes), or proactively from attempts to (i) seek greater efficiency or effectiveness in the provision or delivery of Services; (ii) reflect business initiatives; or

(iii) implement programs, Projects, or service improvement initiatives.

Changes must be approved by PennDOT, through the Change Management process, prior to implementation.

Change Advisory Board (CAB) The representative group that is responsible for assessing from both a business and technical viewpoint all high impact request for Change.

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Change Control Procedures The procedures the parties shall comply with, specified in the Service Management Manual, in making any change in the standards, processes, procedures and controls or associated technologies, architectures, standards, products, Materials, Equipment, Systems or services provided, operated, managed, supported or used in connection with the Services.

Change Management or Change Management Process

The processes relating to planning and performing all Changes in PennDOT's IT environment pertaining to the Services, including Changes to individual components and coordination of Changes across all components. The Change Management Processes will support and include checkpoints to determine any potential or required Change Control procedures.

Charges Amounts payable by PennDOT to Service provider pursuant to the contract.

CJIS Criminal Justice Information System.

CMDB Configuration Management Database.

Commencement Date The Effective Date or the date upon which the parties agree upon, in writing, as the date on which Service Provider begins providing the Services to PennDOT, whichever is later.

Commercial Off-The-Shelf (COTS) Services, Equipment, and/or Software, as applicable, that is readily available to the public from a Third Party that is not an Affiliate of a Party.

Commonwealth Commonwealth of Pennsylvania

Commonwealth Auditors An internal or external auditor, inspector, regulator, or other representative or appointee of PennDOT, or a Regulatory Auditor.

Compliance (also Comply) With respect to Deliverables, fulfilling the requirements of the specifications, the Acceptance Criteria, the contract, and all other applicable operational and/or functional requirements.

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Confidential Information All information marked confidential, restricted, or proprietary by either Party, and any other information that is treated as confidential by the disclosing Party or which would reasonably be understood to be confidential, whether or not so marked. Confidential Information of PennDOT includes Developed Materials, PennDOT Data, PennDOT Personal Data, PennDOT Regulated Data, Work Product, Authorized User information, attorney-client privileged materials, attorney work product, research information, information that contains trade secrets, security, human resources and personnel information, or other information or data obtained, received, transmitted, processed, stored, archived, or maintained by Service Provider under this Agreement.

Confidential Information of Service Provider does not include Confidential Information of PennDOT, provided however, that characterization of information as Confidential Information of Service Provider shall not limit or restrict the rights of PennDOT to exercise their rights (including rights related to auditing and benchmarking) provided for under the Agreement.

Configuration Item (CI) Any component part of Services that is (or is to be) under the control of Configuration Management and therefore subject to formal Change Control.

Configuration Management The process of identifying and defining the functional and physical characteristics of any Equipment or Software in the Service recipient environment, controlling any modifications to any Configuration Item (CI) characteristics throughout their life cycle, tracking, recording, and updating any CMDB as a result of any Changes, and reporting on the status of and verifying the completeness, accuracy, and currency of CI data.

Configuration Management Database (CMDB)

A System that contains details regarding the Software, Equipment, and Systems that are used in the provision and management of Services, including information that relates to the maintenance, movement and problems experienced with such Software, Equipment, and Systems.

Contract Change(s) Means any change to any provision of the contract, in accordance with the applicable process.

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Contract Performance Incentive

(CPI)

The Service Provider’s proposed initiatives to create value in areas that are not already identified and required in the contract. Contract Performance Incentives are outcome-based performance incentives that are designed to reward innovation investments that create value that is shared between the Service Provider and the State.

Contract Records The records and supporting documentation for all Charges, all PennDOT Data, and all transactions, authorizations, changes, implementations, soft document accesses, reports, filings, returns, analyses, procedures, controls, records, data, or information created, generated, collected, processed, or stored by Service Provider in the performance of the Agreement.

Contract Year Each twelve (12) month period commencing each July and ending each June during the Term. If any Contract Year is less than twelve (12) months (“Stub Period”), the rights and obligations under this contract that are calculated on a Contract Year basis will be proportionately adjusted for such shorter period.

Contracting Officer The individual who has been authorized by the purchasing agency head to enter into and administer contracts and to make written determinations with respect to contracts.

Contractor See “Service Provider”.

Control (also Controlled, Controlling)

(a) the legal, beneficial, or equitable ownership, directly or indirectly, of (i) at least fifty percent (50%) of the aggregate of all voting equity interests in an Entity, or (ii) equity interests having the right to at least fifty percent (50%) of the profits of an Entity or, in the event of dissolution, to at least fifty percent (50%) of the assets of an Entity; (b) the right to appoint, directly or indirectly, a majority of the board of directors; (c) the right to Control, directly or indirectly, the management or direction of the Entity by contract or corporate governance document; or

(d) in the case of a partnership, the holding by an Entity (or one (1) of its Affiliates) of the position of sole general partner.

Control Deficiency A control issue, identified in a SOC 2 Report, that is specific to PennDOT or that impacts in any material respect the control environment under this Agreement that has not theretofore been corrected or properly mitigated.

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Controlled Penetration Tests Means a type of Assessment that tests the vulnerability of

Systems to unauthorized external interventions or improper uses.

COPA Rules Means the policies, rules, and regulations of PennDOT or a PennDOT Contractor that have been communicated to Service Provider or Service Provider Personnel. COPA Rules may be communicated to Service Provider via the requirements of the contract or in any manner consistent with the manner in which PennDOT or such PennDOT Contractor disseminates such COPA Rules to its own personnel, including by email, website, or physical posting at an applicable PennDOT Facility, or by oral communications in immediately applicable or emergency situations. COPA Rules include applicable law, COPA Management Directives, Executive Orders, Handbooks, and other policy documents, as applicable.

COPA Standard(s) Means the standards, policies, practices, processes, procedures and controls to be adhered to and enforced by the Service Provider in the performance of the Services, including those identified in Exhibit 2.0 and the associated IT technologies architectures, standards, products and systems to be provided, operated, managed, supported and/or used by Service Provider in connection therewith. COPA Standards include COPA Information Technology Policies unless otherwise waived in writing or inapplicable under this contract.

Corrective Action Plan (CAP) Means a written action plan prepared by Service Provider that (i) clearly identifies the applicable problem or failure,

(ii) describes the desired situation going forward, and (iii) sets forth the specific steps that shall be taken to solve the identified problem or correct the identified failure.

Crisis Any situation that is threatening or could threaten to harm people or property, seriously interrupt business, significantly damage reputation and/or negatively impact the bottom line.

Critical Deliverables Means the One-Time Deliverables and Recurring Deliverables that have associated Deliverable Credits payable to State in the event Service Provider fails to successfully and timely complete such Deliverables as identified in Exhibit 3.1 (Service Level and Deliverable Matrix).

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Critical Service Level Any Service Level designated as "critical" by State in

Exhibit 3.1 (Service Level and Deliverable Matrix), and with respect to which State may become entitled to receive Service Level Credits as a result of Service Provider's failure to satisfy the associated Service Level standards.

Critical Uptime Means the aggregate number of minutes in the specified period(s) in the applicable Measurement Window during which a defined Service component is required to be Available. Unless otherwise specified in the contract, the Service Management Manual, or the CMDB, Critical Uptime equals the total number of minutes in the Measurement Window. A defined Service component is not required to be Available during Scheduled Downtime.

CSS Cascading Style Sheet.

DASD Direct Access Storage Device

Database Administrator Means an individual responsible for the design and management of databases and for the implementation of the Database Management System. DBA includes "logical" and "physical" database administrators.

Database Management System

(DBMS)

Means a system that controls the organization, storage, retrieval, security, and integrity of data in a database.

DBA Database Administrator/Administration

DBMS Database Management System

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Deliverable All Materials, processes, inventions, Work Products, and information that Service Provider develops for or on behalf of PennDOT, in whole or in part, solely or jointly with others, including all intermediate and partial versions thereof in whatever medium fixed or embodied, and any and all documentation relating thereto, including any code (including source and object), scripts, APIs, interfaces, menus, structures, operational instructions, text, graphics, animation, audio or digital video components, specifications, data, reports, schematics, research, configurations, flow charts, knowledge bases, notes, outlines, formulae, training materials, documentation, manuals, processes, algorithms and the like created in connection therewith, whether or not protected by copyright, patent, trademark law, or any similar intellectual property law and all materials developed or created by Service Provider for PennDOT under Statements of Work.

Deliverable Charges Has the meaning given in Exhibit 4.0 (Business Model).

Deliverable Credits A credit owing to PennDOT as a result of Service Provider’s failure to meet the agreed upon level of performance in recognition of the diminished value of the Services resulting from such failure, and not as a penalty.

Deliverable Credits will be as specified in Exhibit 3.1 (Service Level and Deliverable Matrix), or as otherwise agreed upon by the parties, as applicable

Derivative Work(s) Work based on one (1) or more preexisting works, including a condensation, transformation, translation, modification, expansion, or adaptation, that, if prepared without authorization of the owner of the copyright of such preexisting work, would constitute a copyright infringement under applicable Laws, but excluding the preexisting work.

Designated PennDOT Representative

An individual to whom all Service Provider communications concerning this Agreement may be addressed in all day-to-day matters pertaining to this Agreement

Developed Material(s) Any new Materials or any modifications, enhancements, improvements, Upgrades, or Derivative Works of such Materials that are developed pursuant to the contract and paid for by PennDOT under the contract. Developed Materials does not include any underlying Service Provider or Third-Party Owned Materials.

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Development and Testing A software development process that involves synchronized application of a broad spectrum of defect prevention and detection strategies in order to reduce software development risks, time, and costs.

Development or Development Environment

The Systems environment in which Software and databases are initially designed and created. PennDOT may have more than one Development Environment.

Development Tool All software programs and programming (and all modifications, replacements, upgrades, enhancements, documentation, materials, and media related thereto) that are used in the development, testing, deployment, and maintenance of Software. Development Tools shall include all such programs and programming in use or required to be used as of the Commencement Date.

Development Tools also shall include all such programs and programming developed and/or introduced by or for PennDOT or Service Provider during the Term.

Disaster Means (i) a sudden, unplanned calamitous event causing great damage or loss; (ii) any event that creates an inability on an organizations part to provide critical business functions for some predetermined period of time;

(iii) in the business environment, any event that creates an inability on an organization's part to provide the critical business functions for some predetermined period of time;

(iv) the period when company management decides to divert from normal production responses (in total or in part) and exercises its disaster recovery plan; and (v) typically signifies the beginning of a move from a primary to an alternate location.

Disaster Recovery (DR) Services The process of following specific advance arrangements and procedures in response to a Disaster, resumption of the critical business functions within a predetermined period of time, minimizing the amount of loss, and repairing or replacing the damaged facilities as soon as possible. Disaster Recovery Services include support and coordination with the Business Continuity Services.

Disaster Recovery Plan (DRP) The plan to execute Disaster Recovery Services.

Disaster Recovery Test Plan Consists of the plan and schedule to test the Disaster Recovery Plan.

Earnback Means the methodology used to determine the potential return of a Service Level Credit as described in Exhibit

3.0 (Performance Model).

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Effective Date The Effective Date shall be one of the following:

1. the date the Contract has been fully executed by the Contractor and all approvals required by Commonwealth contracting procedures have been obtained; or

2. the date stated in the Contract, whichever is later.

Enhancement Means the introduction of a change that modifies or adds functionality to an existing Application. Enhancements include Major Enhancements and Minor Enhancements.

Entity(ies) A governmental body, agency, unit, or division, corporation, partnership, joint venture, trust, limited liability company, limited liability partnership, association, or other organization or entity.

Equipment Means the computer, telecommunications, and facility-related hardware, equipment, and peripherals (and all modifications, replacements, Upgrades, enhancements, documentation, materials, and media related thereto) that are used in connection with the Services by Service Provider.

Equipment Leases Means all leasing arrangements whereby PennDOT, Service Provider, or any PennDOT Contractor leases Equipment as of the Effective Date which shall be used by Service Provider to perform the Services after the Effective Date. Equipment Leases shall include all such leasing arrangements entered into by or for PennDOT, any PennDOT Contractor, or Service Provider during the Term.

Extraordinary Event Means a circumstance in which an event or discrete set of events has occurred or is planned with respect to the operations of PennDOT that results or shall result in a change in the scope, nature or volume of the Services that PennDOT shall require from Service Provider. Examples of the kinds of events that might cause such substantial increases or decreases are set forth in MST Section 10.6 Extraordinary Events.

FAQ(s) Frequently Asked Question(s)

Financial Interest Ownership of more than a five percent interest in any business or holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

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Fixed Charge A set amount paid for work or a service and is independent of a time and effort required to produce the identified deliverable.

Full Time Equivalent (FTE) A level of effort, excluding vacation, holidays, training, administrative and other non-productive time (but including a reasonable amount of additional work outside normal business hours), equivalent to that which would be provided by one person working full time for one year.

Unless otherwise agreed, one FTE is assumed to be 1,920 productive hours per year. Without PennDOT prior written approval, one dedicated individual's total work effort cannot amount to more than one FTE.

Gen AI The class of AI models that emulate the structure and characteristics of input data in order to generate derived Synthetic Content, including information such as images, videos, audio clips or text, that has been significantly modified or generated by algorithms, including by AI.

Gratuity Tendering, giving, or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, as may be amended, 4 Pa. Code §7.153(b), apply.

GRC Governance, Risk, and Compliance.

HIPAA Health Insurance Portability and Accountability Act.

HIPAA Privacy Rule (45 CFR Parts 160 and 164, Subparts A and E)

The national standards protecting individuals’ medical records and other protected health information and applies to health plans, health care clearinghouses, and those health care providers that conduct certain health care transactions electronically. The Rule requires appropriate safeguards to protect the privacy of protected health information and sets limits and conditions on the uses and disclosures that may be made of such information without patient authorization. The Rule also gives patient’s rights over their health information, including rights to examine and obtain a copy of their health records, and to request corrections.

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HIPAA Security Rule (45 CFR Parts 160 and 164, Subparts A and E)

The national standard protecting individuals’ electronic protected health information that is created, received, used, or maintained by a covered entity. The HIPAA Security Rule requires appropriate administrative, physical, and technical safeguards to ensure the confidentiality, integrity, and security of electronic protected health information.

Immediate Termination Event Any material breach that, by its nature, is not capable of being cured or for which cure would not reasonably restore PennDOT to the position it would have occupied had the breach not occurred, including events implicating:

1. fraud, intentional misrepresentation, willful misconduct, or gross negligence;

2. violation of applicable law in connection with the performance of the Services;

3. breach of Service Provider Personnel confidentiality, data security, privacy, or information protection obligations;

4. unauthorized use, disclosure, access, transfer, or misappropriation of PennDOT Confidential Information data, systems, or intellectual property;

5. conduct that creates an imminent risk of harm to persons, property, systems, data, business operations, or PennDOT’s or the Commonwealth’s reputation; or

6. abandonment of the Services or refusal to perform material obligations under this contract.

Impact Means the measure of the business criticality of an Incident, Problem or Request for Change. Often equal to the extent of a distortion of agreed or expected Service Levels.

Incident An event which is not part of the standard operation of a service, and which causes or may cause disruption to or a reduction in the quality of services and PennDOT productivity.

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Incident Management Means process with the primary goal to restore normal

Service operations as quickly as possible and minimize the adverse impact on business operations, thus ensuring that the best achievable levels of service quality and availability are maintained. Normal service operation is defined here as Service operation within Service Level limits.

Incident Management System Means an automated system used to track the status of Incident Records defined and maintained by Service Desk personnel.

Incumbent Service Provider The service provider and their subcontractors currently providing mainframe services to PennDOT, as well as the PennDOT team performing in-scope Services.

Information Custodian Entity responsible for being a steward of PennDOT data and ensuring that the data is classified, used, and protected appropriately.

Information Security Configuration Controls (ISCC)

Information Security Configuration Controls (ISCC) refer to specific measures and settings established to secure the configuration of IT systems, networks, and software.

ISCCs are designed to minimize security vulnerabilities by enforcing predefined configurations that align with security policies and best practices. These controls help prevent unauthorized access, data breaches, and other security risks associated with misconfigurations.

Information Technology Infrastructure Library (ITIL)

A world-wide recognized best-practice framework for the management and delivery of IT services throughout their full lifecycle.

Infrastructure (also IT Infrastructure)

The entire portfolio of Equipment, System Software, and Network components required for the integrated provision and operation of PennDOT IT systems and Applications.

Initial Term The initial term of this contract shall commence as of 12:00:00 a.m., Eastern Time on the Effective Date and continue until 11:59:59 p.m., Central Time, on ____________________________, unless this contract is terminated earlier as provided in MST Article 19 TERMINATION, in which case the initial term of this contract will end at 11:59:59 p.m., Central Time, on the effective date of the termination.

In-Scope Those Services or resources that are the subject of Service Provider's obligations under the contract.

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IOCP The IBM Mainframe Input Output Configuration

Program (IOCP) is a software tool provided by IBM for configuring and managing input/output (I/O) devices on IBM mainframe systems.

IP Rights Means all rights in and to United States and foreign (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (iii) copyrights and works of authorship (whether copyrightable or not), including computer programs, and rights in data and databases, (iv) trade secrets, know-how, and other confidential information, and (v) all other intellectual property rights, in each case whether registered or unregistered, and including all registrations and applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

IRS Internal Revenue Service.

ISO International Organization for Standards.

Issuers The entities responsible for issuing credit cards including Visa, MasterCard, American Express, and Discover.

ITIL See “Information Technology Infrastructure Library”.

IT Service Continuity Management

(ITSCM)

Means the process of ensuring that identified IT Services will be available during abnormal situations. It typically involves a detailed assessment of the business risk of key IT services being lost and then identifies countermeasures and plans to prevent - or recover from - identified contingencies.

IT Service Management (ITSM) The entirety of activities – directed by policies, organized, and structured in processes and supporting procedures — that are performed by an organization or part of an organization to plan, deliver, operate, and control IT services offered to customers.

ITSCM Information Technology Service Continuity Management.

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Key Personnel Means the specific Service Provider Personnel, identified in Section 2.1 of Exhibit 2.1 (Mainframe Services SOW), directly charged with facilitating and responding to all PennDOT expectations for resources under this Agreement.

Key Service Level Means those Service Levels for which no Service Level Credit is payable and are described in Exhibit 3.0 (Performance Model).

Knowledge Database Means a repository of information used in provision of the Services; inclusive of the Known Error Database.

Laws All federal, state, and local laws, statutes, ordinances, regulations, rules, executive orders, circulars, opinions, interpretive letters, and other official releases of or by any government, or any authority, department, or agency thereof.

Level 1 Support Support that is provided as the entry point for inquiries or problem reports from Authorized Users. If Level 1 personnel cannot resolve the inquiry or problem, the inquiry or problem is directed to the appropriate Level 2 personnel or a Third Party for resolution.

Level 2 Support Support that serves as a consolidation point for inquiries and problems between Level 1 and Level 3. If Level 2 personnel cannot resolve the inquiry or problem, the inquiry or problem is directed to the appropriate Level 3 personnel or a Third Party for resolution.

Level 3 Support Support provided by the personnel or Third Party that is most knowledgeable about the underlying problem or question and that is utilized when efforts to resolve the problem or question by Level 1 and Level 2 Support have failed or are bypassed. Inquiries or problems are usually reported by Level 1 or Level 2 Support personnel but may be initiated directly by Authorized Users or the Service Provider. This also includes working directly with OEM and Software manufacturer regarding major incidents or problems that require advanced Services.

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Losses All losses, liabilities, damages (including punitive and exemplary damages), fines, penalties, settlements, judgments, interest, and claims (including taxes), in each case that a court finally awards to a third party or which are otherwise included in the amount payable to a third party and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, experts, settlement, judgment, interest, and penalties), as incurred.

LPAR Means a subset of a computer's hardware resources, virtualized as a separate computer; otherwise known as a logical partition (LPAR).

Mainframe Means a Server that utilizes the current Operating Software (e.g., zOS, OS/390, VM, VSE, OS2200).

Major Incident The highest category of impact for an Incident. A Major Incident results in significant disruption to business operations.

Major Release A new version of Software that includes changes to the architecture and/or adds new features and functionality in addition to the original functional characteristics of the preceding Software release. These releases are usually identified by full integer changes in the numbering, such as from "7.0" to "8.0," but may be identified by the industry as a major release without the accompanying integer change.

Malicious Code Means (i) any code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code, program, or sub-program, or to halt, disable, or interfere with the operation of the Software, code, program, or sub- program, itself, or (ii) any device, method, or token that permits any person to circumvent the normal security of the Software or the system containing the code.

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Management Tools All items used by Services Provider to deliver and manage the Services, including but not limited to software products and tools, code, scripts, bots, automation, and any and all methods, processes, inventions, machines, compositions, know-how, and show-how related thereto (and all modifications, replacements, Upgrades, improvements, enhancements, documentation, materials, and media related thereto).

Management Tools shall include all such products and tools in use or required to be used as of the Commencement Date, including those set forth in Exhibit 3.2 (Service Level Definitions), those as to which the license, maintenance, or support costs as required by Exhibit 4.2 (Financial Responsibility Matrix), and those as to which Service Provider received reasonable notice and/or access prior to the Commencement Date. Management Tools also shall include all such products and tools selected and/or developed by or for PennDOT or Service Provider during the Term.

Master Services Terms (MST) The document that contains Articles 1 through 20 of the contract.

Materials All algorithms, APIs, apparatus, circuit designs and assemblies, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, literary works or other works of authorship, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, network configurations and architectures, procedures, processes, protocols, schematics, Software code (in any form including source code and executable or object code), specifications, subroutines, techniques, tools, uniform resource identifiers, user interfaces, web sites, works of authorship, and other forms of technology and intellectual property; and all modifications, replacements, upgrades, enhancements, improvements, methodologies, tools, documentation, materials, and media related thereto.

Measurement Window The time during, or frequency by which a Service Level shall be measured. The Measurement Window will exclude approved scheduled maintenance.

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Middleware Software that facilitates interactions and integration between and among two (2) or more separate Software programs, Systems, or platforms.

Minimum Compliant Items Means the number of compliant items that Service Provider must successfully complete to achieve the Service Level concerned, notwithstanding the percentage expressed in Exhibit 3.1 (Service Level and Deliverable Matrix) as the target, for those service levels where the number of items occurring during a given Measurement Window is less than or equal to one hundred (100). As further detailed in Article 19 of Exhibit 3.0 (Performance Model).

Minor Release A revision of a specification that may add or enhance functionality, fix bugs, and make other changes from the previous revision, but the changes have minimal impact, if any, on backward compatibility. These releases are usually identified by an incremental change to the number after the decimal point, such as from "7.1" to "7.2".

MIPS Millions of Instructions per Second.

Monthly Charges The total Charges earned by Service Provider in any calendar month for Services (excluding Pass-Through Expenses, Out-of-Pocket Expenses, and Service Taxes).

See Exhibit 4.0 (Business Model).

Monthly Invoice Means the invoice document submitted within ten (10) Business Days after the end of each month that Service Provider shall present PennDOT for any Charges, Resource Unit volumes and Pass-Through Expenses due and owing for the preceding month as further described in MST Article 11.

“N” Release Level Means the current release level of any Software product.

N-1 or N-n Means NVP or N-Version Programming which are a method of designating program level or program currency. For example, N-1 means that the program or software in place is one (1) release level less than the now-current version of that product.

Network Collectively, WAN, LAN, and other communication or transport networks.

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New Service(s) Services requested by PennDOT (i) that are materially different from the Services, (ii) that require materially different levels of effort or resources from Service Provider to provide the Services, and (iii) which are not required for Service Provider to meet the Service Levels.

For the avoidance of doubt, New Services shall not include (i) increases in the volume of Services for which there is an associated charging methodology, or (ii) the disaggregation of an existing service from a functional service area.

NIST National Institute of Standards and Technology.

Non-bid Basis A contract awarded or executed by the Commonwealth with Service Provider without seeking bids or proposals from any other potential bidder or offeror.

Noncompliance Each instance that the Software, Equipment, Systems, or other Deliverable or milestone fails to meet its Acceptance Criteria or is otherwise deficient in State’s reasonable discretion (in accordance with the Service Management Manual or other criteria agreed by the parties, to the extent applicable).

OEM Original Equipment Manufacturer.

Offeror Any individual, partnership, or corporation submitting a Response. Unless the contract clearly indicates otherwise, all terms and conditions of the contract that refer to Offeror apply with equal force to Service Provider.

Offshore Refers to an operational location of Service not within one of the fifty (50) United States, or within or directly adjacent to the Continental US. For Managed Security Services, all work must be performed within the continental US.

One-Time Critical Deliverables Those Deliverables that are non-recurring that have associated Deliverable Credits payable to PennDOT in the event Service Provider fails to successfully and timely complete such Deliverables.

Onshore Refers to an operational location of Service within the Continental United States of America.

Onsite Refers to physical presence at a location of Service delivery.

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Operating Software Means all software programs and programming (and all modifications, replacements, Upgrades, enhancements, documentation, materials, and media related thereto) that perform tasks basic to the functioning of the Equipment and are required to operate the Applications Software or otherwise support the provision of Services by the Service Provider including any systems utilities software.

Out-of-Pocket Expenses Reasonable, demonstrable, and actual expenses due and payable to a Third Party by Service Provider that are approved in advance by State and for which Service Provider is entitled to be reimbursed by State under the contract. Out-of-Pocket Expenses shall not include Service Provider’s overhead costs (or allocations thereof), general and/or administrative expenses or other markups.

Out-of-Pocket Expenses shall be calculated at Service Provider’s actual incremental expense and shall be net of all rebates and allowances.

Outage(s) A condition such that a System, Service, Application, Equipment, or network component is not Available or is substantially not Available and is impacting normal business operations.

Parent A company that owns, controls, or has a majority interest in another company, and may be responsible for supporting or guaranteeing that company’s obligations under the contract.

Pass-Through Expense(s) The Service Provider expenses listed in Exhibit 4.0 (Business Model) which PennDOT has agreed to pay directly or reimburse to Service Provider on an Out-of- Pocket Expenses basis.

Payment Deliverables Those Deliverables that have associated payments due to the Service Provider after PennDOT approval of such Deliverables. Payment will be provided in accordance with the contract.

PCI Payment Card Industry.

PCI DSS Payment Card Industry Data Security Standard.

PennDOT Means the Pennsylvania Department of Transportation.

PennDOT Contractor(s) A Third Party working on behalf of PennDOT to provide and/or obtain any services (including services to supplement, replace, or render unnecessary the Services).

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PennDOT Data Any data or information of or regarding PennDOT that is provided to or obtained by Service Provider in connection with the negotiation and execution of the contract or the performance of Service Provider’s obligations under the contract, including data and information with respect to the constituency, customer, operations, facilities, products, rates, regulatory compliance, competitors, assets, expenditures, mergers, acquisitions, divestitures, billings, collections, revenues, and finances of PennDOT.

PennDOT Data also means any data or information (i) created, generated, collected, or processed by Service Provider in the performance of its obligations under the contract, including data processing input and output, service level measurements, asset information, Reports, third-party service and product agreements, contract charges, and retained expense and Pass-Through Expenses, or (ii) that resides in or is accessed through Software, Equipment, or Systems provided, operated, supported, or used by Service Provider in connection with the Services, as well as information derived from this data and information, but excluding the following information to the extent not required to be provided or otherwise made available to State under this contract, including with in connection with State’s rights related to Benchmarking, Subcontractors, auditing, Reports, or Termination Assistance Services: (i) financial/accounting information (including costs, expenditures, billings collections, revenues, and finances) of Service Provider, its Affiliates, or Subcontractors; (ii) information created by Service Provider to measure the productivity and efficiency of the Services and/or to improve the processes and procedures used by in the performance of the Services; (iii) human resources and personnel information of Service Provider, its Affiliates, or Subcontractors; and

(iv) information with respect to Third-Party Contracts or licenses of Service Provider, its Affiliates, or Subcontractors and used in the performance of the Services. Data or information constituting State Data shall not constitute Service Provider Confidential Information.

PennDOT Facilities The Facilities that are provided by PennDOT for use by Service Provider to the extent necessary to provide the Services as well as those PennDOT locations at or to which Service Provider is to provide the Services.

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PennDOT Owned Materials Means (1) all Materials and other intellectual property owned by PennDOT as of the Effective Date, (2) all Materials and other intellectual property acquired by PennDOT on or after the Effective Date, and (3) certain Developed Materials as provided in Section 14.2 Developed Materials, including all United States and foreign patent, copyright, trade secret, and other IP Rights that exist now or in the future.

PennDOT Personal Data That portion of PennDOT Data that is subject to any Privacy Laws and includes, but is not limited to, information that PennDOT discloses that consists of personally identifying information, personal Confidential Information, or identifies or could be used to identify anyone…