Exhibit 3 Supplemental General Conditions.pdf

Exhibit 3 1 RFP-23-01-UI

Exhibit 3 – Supplemental General Conditions

RFP-23-01-UI

Exhibit 3 2 RFP-23-01-UI

Table of Contents

1.0 Supplemental General Conditions Definitions

2.0 Ownership Rights

3.0 Services and Deliverables

4.0 Ability to Perform

5.0 Representations, Warranties and Covenants

6.0 Indemnification

7.0 Disclaimer of Warranties

8.0 Software Escrow

9.0 Subcontracting

10.0 Record Retention

11.0 Relief Available to State

12.0 Force Majeure and Business Continuity; Data Backup and Recovery

13.0 Time is of the Essence

14.0 Integration

15.0 Principles of Construction

16.0 Sovereign Immunity

17.0 Changes Initiated by Contractor

18.0 Warranty Services and Maintenance Services

19.0 Conflicts of Interest

SCHEDULE 1 TO EXHIBIT 3

SCHEDULE 2 TO EXHIBIT 3

SCHEDULE 3 TO EXHIBIT 3

Exhibit 3 3 RFP-23-01-UI

Supplemental General Conditions

This Exhibit contains certain, but not all, of the provisions that will be included as part of the

Contract between the State and the Contractor. Unless indicated otherwise, references to

Sections are to Sections in this Exhibit. Certain definitions and provisions in this Exhibit are drafted to assist Offerors in preparing Offers and may change in the above referenced Contract.

1.0 Supplemental General Conditions Definitions

1.1 "Acceptance" means a notice from State to Contractor that a Deliverable or

Service has conformed to its applicable Acceptance Criteria in accordance with the process described in this Exhibit.

1.2 "Acceptance Criteria" means the RFP Requirements against which each

Deliverable shall be evaluated in accordance with this Exhibit and the SLAs, warranties and other requirements described in this Contract, and any subsequent amendments and Change Orders, and State's satisfaction for

Services which are not subsumed in a Deliverable.

1.3 "Acceptance Tests" means the tests or reviews that are performed by State to determine there are no Defects and Problems in the Services or Deliverables and that must be satisfied before Acceptance can occur as set forth in Section

7.3, including without limitation User Acceptance Tests on the System and testing the Operational Readiness of the System.

1.4 "Affiliates" means any person, including any individual, corporation, subsidiary, affiliate, partnership, association, business, organization, or other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a Party and/or such entities. The term "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of fifty percent (50%) or more of voting shares (or their equivalent), by contract or otherwise.

1.5 "Annex" means any Attachment, Exhibit, Schedule, or other document appended to the Contract, the RFP and/or the Offer and which are made part of the Contract.

1.6 "Availability" means the time that the UIS, in whole and in part, is

Operational, as measured 24 hours a day, Monday through Sunday, on a monthly basis. Availability shall be as described in this Exhibit 3, except for mutually agreed upon scheduled Maintenance activities.

Exhibit 3 4 RFP-23-01-UI

1.7 "Business Continuity Plan" has the meaning ascribed thereto in Section 12.1.

1.8 "Business Day" means any Day that is not a Saturday, Sunday, or public holiday in the State.

1.9 "Change" means one or more modifications to the Services or Deliverables agreed upon and made pursuant to the change process in accordance with the terms hereof, including, with respect to, or as set forth in HRS, HAR, "OF-9

Implementation Services Requirements" and "OF-8 Ongoing Services

Requirements."

1.10 "Change Order" means a written amendment to the Contract, executed by the

Parties' authorized representatives, changing, or adding to the Services and/or

Deliverables.

1.11 "Change Request" means a request by the Contractor or the State to enter into discussions for a Change Order.

1.12 "Confirmation" means State's receipt of notice and full supporting and written documentation (including without limitation test results) from Contractor that

Contractor has, as applicable: completed or pre-tested through system testing a

Deliverable in accordance with State's Acceptance Criteria or pretested the

UIS through system testing for compliance with the RFP Requirements; and confirmed the Deliverable, including but not limited to the UIS System, is ready for applicable Acceptance Tests.

1.13 "Contractor" means the Offeror selected by the State pursuant to the RFP who enters into the Contract with the State.

1.14 "Contractor Assisting Entities" means Contractor Subcontractors and

Contractor Affiliates, and employees, contractors, or agents of all their

Contractor Subcontractors and Affiliates providing or supporting or assisting in providing or supporting the UIS and such persons and entities themselves, which or who assist Contractor in providing the UIS, in whole or in part.

1.15 "Contractor Personnel" means any and all personnel, employees, contractors or agents of Contractor or the Contractor Assisting Entities providing or supporting or assisting in providing or supporting the Services, including the operation of the UIS Services.

1.16 "Contractor Subcontractor" means a subcontractor approved by the State to provide or support the specific Services and Work Products approved by the

State, together with independent contractors and agents (including, for avoidance of doubt, sub-subcontractors, or independent contractors (or the equivalent under local Law) retained by a State-approved subcontractor and/or any one of the foregoing).

Exhibit 3 5 RFP-23-01-UI

1.17 "Contractor Technology" means the Pre-Existing Works, software (including, but not limited to, the "Software", as defined herein) and other Technology, that is owned, licensed and/or used by Contractor (including the Contractor

Assisting Entities) in connection with the UIS. For purposes of clarity, Contractor Technology includes Upgrades and Enhancements thereto.

1.18 "Contract Records" has the meaning ascribed thereto in Section 10.2.

1.19 "Corrective Action Plan" means the detailed written plan required by State to correct or resolve a Defect and Problem or breach by Contractor or event causing the assessment of a liquidated damage against Contractor.

1.20 "Costs" means the amounts specified in accordance with the terms in the

Contract, to be paid to Contractor for providing the Services and Deliverables, as set forth in the Contract.

1.21 "COTS" means commercial off-the-shelf equipment and software, including

Third-Party Software, supplied on behalf of, at the request of, at the direction of, as specified by Contractor, and/or as otherwise set forth in the Contract, to the State pursuant to the terms hereof, whether by direct purchase or license to the State or by a sublicense by Contractor, including, for clarity of reference, the Unemployment Insurance System Software and, if utilized as part of the

UIS, the SaaS Software, used in connection with the Unemployment Insurance

System.

1.22 "Custom Software" means new software or programming code, which is specially designed, developed or produced by Contractor for the State as part of Unemployment Insurance System or which is subject to the provisions for the unanticipated tasks in the RFP Attachments, in binary and Source Code

Form, but excluding Pre-Existing Works.

1.23 "Day(s)" means a calendar day or days.

1.24 "Defect(s)" means a failure of the Services or Deliverables, including the UIS, to meet the RFP Requirements (as such term is defined in the RFP Document) or other applicable requirements hereunder. Also referred to as a Problem.

1.25 "Deliverable" means Contractor's products which are produced or prepared for the State during the course of Contractor's performance under this Contract, including all deliverables set forth in "OF-9 Implementation Services

Requirements" and "OF-8 Ongoing Services Requirements" or in accordance herewith, including each Phase and the UIS, Enhancements, work produced under the Project Plan and Change Orders including but not limited to Custom

Software, and Reports, as well as all designs, structures, and models developed in the course of rendering the Services and incorporated into such

Exhibit 3 6 RFP-23-01-UI

1.26 "Deliverable Warranty Period" has the meaning ascribed thereto in Section 5.5

1.27 "Derivative Works" has the meaning set forth in Section 101 of the Copyright

Act, Title 17 of the United States Code.

1.28 "Disaster Recovery Plan" has the meaning ascribed thereto in Section 12.1.

1.29 "Documentation" means documentation and materials that describe in reasonable detail the specifications, functions, use, maintenance, and operation of the UIS and the components thereof, including operations and training manuals for installation, maintenance, operation, and use of the UIS, including the Software.

1.30 "DR" means disaster recovery.

1.31 "Enhancements" means and includes all customizations, enhancements and additions made to the Software, and/or data fields, coding schemes, report formats, user or application interfaces, data displays, computer dashboards and other similar features.

1.32 "UIS" means the Unemployment Insurance System and the related implementation methodology together with the UIS Services and all other

Services required to provide the foregoing.

1.33 "UIS Service IT Environment" means the Technology, Software and network infrastructure used by, designed by, implemented by and/or provided by

Contractor to provide the UIS Services.

1.34 "UIS Service Modifications" means the modifications to and Updates and

Projects with respect to the UIS Services.

1.35 "UIS Services" means the Services set forth in "OF-9 Implementation Services

Requirements" and "OF-8 Ongoing Services Requirements" including as defined in the RFP Document.

1.36 "UIS Software" means the enterprise planning Software used to provide the

UIS.

1.37 "UIS System" has the meaning ascribed thereto in the RFP Document and the

Technology, Equipment and Software, including modifications, configured so as to provide the UIS.

1.38 "Escrow Agent" means the independent Third-Party that has been appointed

Exhibit 3 7 RFP-23-01-UI pursuant to the Escrow Agreement to hold a copy of the Source Materials in accordance with the terms and conditions of the Escrow Agreement.

1.39 "Escrow Agreement" or "Software Escrow Agreement" means the agreement between and among State, Contractor, and the Escrow Agent, the form of which is attached hereto as Schedule 3 to this Exhibit.

1.40 "ETS" means the State Office of Enterprise Technology Services.

1.41 "Facilities" means the facilities used by the Contractor to house Purchased

Equipment, Software, and State Information comprising the UIS and/or provide related activities hereunder.

1.42 "Force Majeure Event" has the meaning ascribed thereto in Section 12.2.

1.43 "Go-Live" means the event(s) that occurs after Acceptance of a Phase when

State decides to put the Phase, in whole or in part, into actual, productive use and to perform its regular business operations.

1.44 "Good Faith Dispute" means that State has made an initial, reasonable determination in good faith that Contractor has failed to provide all or part of the Services or Deliverables in accordance with the terms hereof or that payment for invoiced Costs is not properly due in accordance with the terms hereof.

1.45 "Governmental Approvals" means all licenses, consents, permits, approvals and authorizations of any Governmental Authority, or any notice to any

Governmental Authority, the granting of which is required by Law, for the consummation of the transactions and provision of the Services and

Deliverables required under this Contract.

1.46 "Governmental Authority" means any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body, whether domestic, international, or foreign.

1.47 "Government Records" has the meaning ascribed thereto in Section 10.1.

1.48 "HAR" means Hawaii Administrative Rules.

1.49 "HRS" means Hawaii Revised Statutes.

1.50 "Hosting Services" has the meaning ascribed thereto in the RFP Document and other related Services.

1.51 "Implementation Services" means the Implementation Services that Contractor is required to provide pursuant to the terms hereof, including those defined in

Exhibit 3 8 RFP-23-01-UI

"OF-9 Implementation Services."

1.52 "Incident" means an issue, incident and/or failure to meet a Service requirement, and as further set forth in "Attachment A Service Level

Agreements, OF-7 Service Level Agreement Requirements."

1.53 "Intellectual Property Rights" means (a) all rights under all copyright Laws of the United States and all other countries for the full terms thereof (and all rights accruing by virtue of copyright treaties and conventions), including all renewals, extensions, reversions or restorations of copyrights now or hereafter provided by Law and all rights to make derivative works and to make applications for and obtain copyright registrations therefor and recordation’s thereof; (b) all rights to and under new and useful inventions, discoveries, designs, technology and art and all other patentable subject matter, including all improvements thereof and all know-how related thereto under the Laws in any jurisdiction, and all applications for and the right to make applications for

Letters Patent in the United States and all other countries, all Letters Patent that issue therefrom and all reissues, extensions, renewals, divisional applications and continuations (including continuations-in-part) thereof, for the full term thereof; (c) all trade secrets under the Laws of any jurisdiction; (d) all know-how under the Laws of any jurisdiction; (e) all trademarks, service marks and trade names under the Laws of any jurisdiction; (f) all Internet domain names, domain registrations and the similar rights arising under Laws of or recognized in any jurisdiction; and (g) all other intellectual and industrial property and proprietary rights throughout the world not otherwise included in the foregoing, including all techniques, methodologies and concepts and trade dress.

1.54 "Key Personnel" means Contractor Personnel whose names and resumes were submitted in the Offer, and/or such other Contractor Personnel otherwise agreed upon by the Parties in writing.

1.55 "Laws" means HRS, HAR and all other statutes, regulations, legislative enactments, and declarations, decrees, directives, judgments, injunctions, regulatory decisions or orders, ordinances, rules, or other binding restrictions of or by any Governmental Authority, including opinions, policies and directions from the Department of the Attorney General.

1.56 "Letter of Credit" means a letter of credit securing Contractor's performance of its Contract obligations and other potential liabilities to State from the

Effective Date during the term, as described in this Exhibit.

1.57 "Losses" means and includes any liabilities, claims, damages, costs (including the reasonable costs incurred in the enforcement of any indemnification obligations), reasonable legal fees (including reasonable attorneys' fees and

Exhibit 3 9 RFP-23-01-UI disbursements and costs of investigation, litigation, and settlement), penalties, sanctions, fees, or disallowances imposed by Law and expenses incurred by the applicable person or entity.

1.58 "Malicious Code" means one or more computer viruses, worms, trap doors, Trojan horses, Easter eggs, drop dead devices, spyware, adware, hoaxes, extraneous programming or harmful code (including code which has been identified as harmful for which a patch is available), unauthorized remote access or administration tool programming or similar unauthorized program that does or can disable, damage, corrupt, interfere with or delete any element of software, data, computer or electronic records or files, including, without limitation, that which allows or facilitates Contractor, a Contractor Assisting

Entity or any Third-Party to access (including keystroke monitoring, activity monitoring and any other remote monitoring or auditing functions) the State

Systems and/or other information systems without State's prior authorization or that may be reasonably expected to: (a) permit access to or use of State

Information and databases (including, without limitation, PII) by any unauthorized person or entity; or (b) perform any other unauthorized action on or in connection with any aspect of the State Systems.

1.59 "M&O" means Maintenance and Operations.

1.60 "NOA" means the Nondisclosure Agreement by and between the Parties.

1.61 "Obsolete" (and any variations thereof) means a software and/or Technology product will be deemed "Obsolete" as of the effective date of an end-of service life announcement from the manufacturer/licensor with respect to a product. If no such announcement is published, then the software and/or hardware product will be deemed Obsolete as of (i) the date the manufacturer/licensor no longer maintains or supports the product or (ii) the date the manufacturer/licensor no longer includes it as part of its product and/or service offerings made generally available to its customers.

1.62 "Offer" means the Contractor's accepted proposal to provide the UIS as set forth in the Offeror Response Form and Offeror Response Form Attachments.

1.63 “Offeror” means any person or entity that intends on submitting a Proposal;

provided that after the deadline for submission of proposals, Offeror shall mean any person or entity that has submitted a Proposal.

1.64 "Ongoing Services" means the Services defined in "OF-8, Ongoing Services

1.65 "Operational" means the condition when the UIS is totally functional in accordance with RFP Requirements and usable for its purposes in the daily operations of providing the UIS.

Exhibit 3 10 RFP-23-01-UI

1.66 "Party" means each of Contractor and State (and collectively, "Parties").

1.67 "Phase" means the combination of functions described as a Phase in the RFP, Offer, applicable Deliverables, and the Project Plan, including but not limited to payroll and time and attendance functions.

1.68 "PII" means any information relating to an identified or identifiable natural person, including, without limitation, government officials, employees, agents, citizens, and residents of, and visitors to, the State, and any other person or entity who provides such information to the State. Such information includes, without limitation, individuals' names, geographic addresses, telephone numbers, email addresses, Social Security numbers, driver's license numbers, credit or debit card numbers, and information concerning insurance, health, and other care and related information, insurance policy numbers (including, without limitation, medical and life insurance policy numbers), personal health information, medical records and financial information, stored in or accessed through (a) the State's information technology systems; (b) the information technology systems or other storage systems or means of Contractor arising out of or in connection with the UIS in whole or in part; and/or (c) the information technology systems or other technology systems or means of a vendor or provider of goods or services to the State.

1.69 "Pre-Existing Works" means computer software, tools and other technology owned by Contractor, or licensed by a Third-Party to Contractor or its

Affiliates, and used by Contractor to provide or support the UIS as part of

Contractor's day-to-day operations and that are not developed specifically for

State pursuant to the terms hereof, including Contractor's proprietary methodologies, information, project management and other tools, deliverable examples, procedures, processes, techniques, data models, templates, general purpose consulting and software tools, utilities, and routines, and provided, that for the purposes of this definition, and without limiting any other provision hereof, the term Contractor includes all Contractor Assisting

Entities.

1.70 "Problem" means a failure of the UIS to operate in accordance with the RFP

Requirements hereunder, including as a result of an Incident. Also referred to as a Defect.

1.71 "Project" means the Services and Deliverables required for the implementation of a subset of the RFP Requirements as specified in the Attachments and

Exhibits.

1.72 "Purchased Equipment" means all infrastructure, computer and telecommunications hardware, peripherals and related equipment, furniture, and other equipment (other than Software) that the State is required to

Exhibit 3 11 RFP-23-01-UI purchase, license, or use in accordance with the provisions of the Offer.

1.73 "Release Conditions" means the release conditions for the release of some or all of the Source Materials from escrow, as set forth in the Escrow Agreement.

1.74 "RFP" means the Request for Proposals issued by the State.

1.75 "RFP Document" means the RFP exclusive of the Exhibits and the

Attachments.

1.76 "Services" means the UIS Services, the UIS, the M&O services, and Hosting

Services, if any, the unanticipated tasks, other services provided or required to be provided by Contractor hereunder (including by or with the assistance of a

Contractor Assisting Entity), and all other services, including but not limited to services that produce Work Product and Deliverables, including with respect to the implementation and maintenance, if applicable, of an UIS System to provide the UIS, provided or required of Contractor (including by or with the assistance of a Contractor Assisting Entity) under the Contract, or otherwise specified by Contractor in the Contract or by mutual written agreement of the

Parties, including through a combination of the UIS Service, the UIS System and/or any other service.

1.77 "Service Level Agreements" and "SLAs" mean one or more of the service levels, performance standards, requirements and other criteria set forth in or referred to herein or in accordance herewith, and such other performance standards as the Parties may agree upon in writing from time to time hereunder, including, as described in "OF-7 Service Level Agreement

1.78 "Software" means the COTS software, Contractor Technology software, Third-

Party Software, Custom Software, the UIS Service Software, other software used in the UIS Service IT Environment, and all other software used by

Contractor in providing the Services and Deliverables, excluding State Third

Party Software.

1.79 "Software License" means a worldwide, non-exclusive, royalty-free, fully paid up, perpetual (or the longest period permitted by Law), irrevocable license and right (with the right to sublicense, except as may otherwise be agreed or limited by the Parties) under all of the licensor's Intellectual Property Rights

(and in the case of software to be licensed or sublicensed by or on behalf of a

Contractor Assisting Entity under all of the Contractor Assisting Entity's

Intellectual Property Rights) to use, including Use, Software, other Contractor

Technology, and other Pre-Existing Works subject to this Contract.

1.80 "Source Code" means and includes human-readable computer programming code, associated procedural code, listings, flow charts, logic diagrams, Exhibit 3 12 RFP-23-01-UI software tools, executables, libraries, scripts and related and supporting

Documentation corresponding to the Software, including all subsequent versions (including assembly, linkage and other utilities), suitable and sufficient to enable a person possessing reasonable skill and expertise in computer software and information technology (i) to build, load, and operate a machine-executable object code version of the Software that is equivalent to the latest version of the Software furnished by the licensor, and (ii) to maintain, support, modify, improve and enhance the Software.

1.81 "Source Code Form" means the software in fully commented Source Code form together with all design, functional, procedural, technical, and other specifications and documentation therefor, test scripts, test data, diagnostic tools, root-cause analysis reports for software operational difficulties, and any libraries, file structures and other information and materials necessary for a reasonably skilled programmer to perform a successful compilation into executable form.

1.82 "Source Materials" means the then-current version of the Source Code for the

Software to the extent available as Source Code, the object code for the

Software to the extent the Source Code is not available, programmer notes, its database schema and architecture, the functional specifications of the

Software, or the then-current license keys, if any, for the Software and any components thereof, and to the extent maintained by Contractor, object libraries, design documentation, statements of principles of operations, schematics, any Contractor's or administrator's guides, test data, test protocols, and, if any of the components of the Software are encrypted, the relevant decryption tools and keys for the Software and/or Source Code, together with the names and the then-current addresses, home telephone numbers and personal email addresses of the programmers who wrote the material aspects of the Software and its related documentation and other materials described in

Schedule 3 to this Exhibit.

1.83 "SOW" means a Statement of Work.

1.84 "SPO" means the State Procurement Office.

1.85 "State" means the State of Hawaii, United States of America (and includes the departments within the Executive Branch and all governmental bodies administratively attached to it, including the Department of Education and the

University of Hawaii, and related jurisdictions, i.e., the Judiciary, the

Legislature, the Hawaii Health Systems Corporation, and the Office of

Hawaiian Affairs.

1.86 "State Data" means State PII and all data and information (including, without limitation, data relating to the Services, Deliverables, Images, Metadata, and/or this Contract): (a) submitted to Contractor, by or on behalf of State; (b)

Exhibit 3 13 RFP-23-01-UI obtained, maintained, developed or produced by or on behalf of Contractor specifically for State in connection with the Services, Deliverables, and/or the

Contract, including (i) State business data in any reports prepared by or on behalf of Contractor or provided to Contractor with respect to State, including any drafts thereof, and (ii) State data and information in any databases created or used by or on behalf of Contractor; and/or (c) to which Contractor has access in connection with the provision of the Services and Deliverables, including, but not limited to, in (a), (b) and (c) above, information relating to

State's customers, suppliers, employees, contractors, agents, sales personnel, technology, operations, facilities, financials, consumer markets, products, capacities, systems, procedures, security practices, research, development, business affairs and finances, and any data collected, generated or derived from all or part of the foregoing, and provided, that for the purposes of this definition, and without limiting any other provision hereof, the term Contractor includes all Contractor Subcontractors.

1.87 "State Information" means State Data, software, programming code, confidential information and other property owned by or licensed to the State or any of its departments or other governmental entities.

1.88 "State IT Environment" means the IT environment used by State (excluding

UIS Service IT Environment) in connection with the Services, UIS and other

Deliverables, and includes the portion of the State System which accepts data, including State Data, from the UIS.

1.89 "State IT Environment Incompatible" means technically incompatible with the

State IT Environment and the interoperating portions of the State IT

Environment.

1.90 "State Property" has the meaning ascribed thereto in Section 2.1.

1.91 "State System" means the computers, computer systems, computer networks and related equipment (including, without limitation, software installed thereon or operating in conjunction therewith and all portable and mobile devices, such as smartphones and tablets) of State whether or not used with respect to the Services and Deliverables, and including those of, or used by, State, including, without limitation, the State telecommunications systems and computer networks owned or operated by or for State, and all databases and records stored thereon (including, without limitation, PII).

1.92 "State Third-Party Software" means software which is licensed by the State other than through or at the request or direction of Contractor, which is used in connection with the UIS, and which is not Third-Party Software.

1.93 "Subject Materials" has the meaning ascribed thereto in Section 6.3.

Exhibit 3 14 RFP-23-01-UI

1.94 "Technology" means software and programming code (of any type), computers, hardware, equipment, and related systems and technology.

1.95 "Third-Party" means a person or entity other than State, Contractor or any

Contractor Subcontractor or Contractor Affiliate.

1.96 "Third-Party Software" means Software that is supplied by a Third-Party to

Contractor in connection with, or as a part of, the UIS and other Services and

Deliverables, and that is owned by a Third-Party. For clarity, Third-Party

Software includes Third-Party COTS Software, and both of the foregoing (for all purposes hereof, except as otherwise specified herein) include Software provided by a Third-Party (that is by other than Contractor).

1.97 "Updates" means error corrections, bug-fixes and software and modifications to Software, including those which cure a Defect or a Problem.

1.98 "Upgrade" and all variations of the term means updates and upgrades to software, hardware, and other Technology (including software embedded in hardware or other Technology), including versions of Software written in different, new or alternative programming languages or for operation on other platforms.

1.99 "Use" means use, make, sell, install, operate, develop, compile, run, reproduce, deploy, distribute, transmit, display, perform, create Derivative Works of, make available on servers, provide or receive access to, integrate with software, including Software, make interoperable and perform tasks as necessary to utilize any item, creation, object, program, idea, concept, data, information, knowledge or any other tangible or intangible property and otherwise exploit same in any manner whatsoever. "Use" shall include creating

Derivative Works with respect to Contractor or Contractor Assisting Entity-owned Intellectual Property Rights and, if Contractor is otherwise permitted to grant such rights on behalf of a Third-Party, with respect to such Third-Party

Intellectual Property Rights.

1.100 "User Acceptance Tests" or "UAT" means any type of Acceptance Test identified by State or agreed upon between the parties to determine the functionality and compliance of Services and Deliverables provided by

Contractor for Acceptance by State.

1.101 “Warranty Period(s)”: The one year period(s): (i) which begins following

Acceptance of each Deliverable and Service, following Go-Live of each

Function and Release, and following Go-Live of the System, in whole and in part, including without limitation Functions, Releases, and other Deliverables and Services that previously received Acceptance and that are integrated into the System; and (ii) during which Contractor shall provide Warranty Services at no cost.

Exhibit 3 15 RFP-23-01-UI

1.102 "Project Plan" means the overall plan of activities for the delivery of Services and Deliverables, and the delineation of tasks, activities and events to be performed and Deliverables to be produced with regard thereto, as provided in accordance with this Contract.

1.103 "Work Product" has the meaning ascribed in "OF-9 Implementation Services

Requirements" and "OF-8 Ongoing Services Requirements" and all (other than

Deliverables): (i) work product, artifacts, data, information and writings

(whether in electronic, written or other form) and materials created, generated, modified or made by or on behalf of Contractor or Contractor Personnel as part of or arising out of the Services; (ii) contributions made by or on behalf of

Contractor or Contractor Personnel to the State requirements hereunder; and

(iii) scripts, comments, production notes, product concepts, plans, proposals, outlines, design elements, forms, images, photos, screen shots, graphical user interfaces, sketches, drawings, text, works of authorship, works of art and documentation (including software documentation) and all edits and modifications to the foregoing items in subsections (i)-(iii) and Derivative

Works thereof, and all elements contained therein, in any form whatsoever, and all revisions and other modifications created by Contractor (and/or

Contractor Personnel), other works of authorship, technology, including, Technology, improvements, inventions, discoveries, know-how, work product, other deliverables and other material developed pursuant to this Contract, as any of the foregoing elements is created in whole or in part by or on behalf of

Contractor or Contractor Personnel as part of the Services or as arising out of the Services, including any work in process.

Order of Precedence and Licenses

1.104 Precedence. In the event of a conflict between or among any provisions of the

Supplemental General Conditions and the General Conditions, the provision which provides the State with greater rights or greater protections, as determined by State in its sole determination in each case, shall control.

1.105 Contractor Technology, Third-Party Software, and Pre-Existing Works

License. Except for Third-Party Software, including COTS Software, that is directly licensed to the State by a Third-Party, Contractor hereby does grant

State a Software License to the Contractor Technology, Third-Party Software and Pre-Existing Works, including the Source Code Form thereof, and shall cause others to do the same to the extent required by the State, as necessary for

State's use, including Use, thereof. As between State and Contractor, the

Contractor Technology that is not developed for State pursuant to the terms hereof, will be deemed exclusively owned and/or licensed (under the Software

License pursuant to the terms of this Section) by Contractor, including any improvements, Updates and/or Enhancements not developed for State pursuant to the terms hereof. For the avoidance of doubt, the foregoing Software

Exhibit 3 16 RFP-23-01-UI

License shall survive the termination or expiration of this Contract (or any part thereof) for any reason, and no consideration shall be required to be paid by

State for the Software License after such termination or expiration. State has the right to assign and sublicense its Software License, or any part thereof as it deems necessary to use, including Use, the UIS, in whole or in part, and other

Deliverables and Services. For further avoidance of doubt, the Software

License granted in this Section includes all versions of, and improvements, Updates and Enhancements to, the Contractor Technology used in connection with, or as a part of, the UIS.

1.106 Third-Party Software Licenses. Subject to any other approval rights of the

State set forth herein, prior to utilizing any Third-Party Software that may be included as part of a Software Deliverable to the State and that could be used directly by the State if the Third-Party Software would be installed on the State

System, Contractor shall provide to the State copies of any applicable license agreement from the licensor of the Third-Party Software to allow the State to pre-approve such license agreement. Further, Contractor in the performance of its Services shall comply with all licenses, requirements, rules, and policies of the Third-Party Software. If State does not approve any such agreements, Contractor shall replace such Third-Party Software with a functionally equivalent product and acceptable license agreement and/or maintenance agreement. Contractor shall assign to State applicable license agreements and maintenance agreements for the Third-Party Software upon expiration or termination of the Contract at no additional charge.

1.107 Documentation. Unless otherwise provided in the RFP Attachments, Exhibits or another Annex hereto or thereto, and subject to the same, Contractor shall provide two (2) sets of Documentation to the State for use in electronic format compatible with Microsoft Corporation's then-generally available Office products and in written format in accordance with the terms of the Contract.

Upgrades and revisions to this Documentation shall be provided by Contractor for as long as Contractor is providing Services under the Contract. There shall be no additional charge for the Documentation or updates thereto, in whatever form provided. Contractor's Documentation shall be comprehensive, well-structured, current, and indexed for easy reference. If Contractor maintains its technical, maintenance and installation Documentation on an intranet or the

Internet or other web-based service, Contractor may fulfill the obligations set forth in this Section by providing the State access to its web-based

Documentation information, which obligation shall survive the termination of this Contract for as long as Contractor generally provides such access to its other customers. Contractor may also provide such information on CD-ROM or DVD. Except for Third-Party Software Documentation, including COTS

Software Documentation, directly licensed to the State by a Third-Party in accordance with the terms hereof, Contractor agrees to and hereby does grant

State a worldwide, perpetual (or the longest period permitted by Law in the applicable jurisdiction), irrevocable, royalty-free, fully paid-up, license under

Exhibit 3 17 RFP-23-01-UI all of Contractor's and Contractor's Assisting Entities' Intellectual Property

Rights to use, including Use, the Documentation, and authorize others to do the same, as necessary for State's Use, including use, receipt and/or support of the Services. As between State and Contractor, the Documentation, other than with respect to Custom Software, or as otherwise assigned to State hereunder, will be deemed exclusively owned and/or licensed by Contractor, including any improvements, updates and/or enhancements thereto that do not constitute

Enhancements that are not owned by the State. For the avoidance of doubt, the foregoing license shall survive the termination of this Contract (or any part thereof) for any reason, and no consideration shall be required to be paid by

State for the license after such termination. State has the right to assign and sublicense its license, or any part thereof as it deems necessary to use, including Use, the Documentation. For further avoidance of doubt, the license includes all versions of, and improvements to, the Documentation used in connection with, or as a part of, the Services.

1.108 Replacements. The State is, and shall be, entitled to exercise all its rights hereunder with respect to Contractor Technology and Pre-Existing Works with respect to any replacement equipment or Software provided by, or on behalf of, Contractor, or approved or required by Contractor for use with the UIS hereunder without payment of additional Costs or other amounts.

1.109 Versions. Unless otherwise mutually agreed to in writing including in an

Attachment or Exhibit to the RFP, Contractor shall, during the term of the

Contract, maintain any and all Third-Party Software products provided as part of the Deliverables, the Services or UIS at their most current version or no more than one version back from the most current major version, in the determination of the State, unless otherwise mutually agreed by the Parties, at no additional Cost for such Software or Services. However, Contractor shall not maintain any Third-Party Software versions, including one version back, if any such version would prevent the State from using any functions or functionality, in whole or in part, in accordance with applicable RFP

Requirements for the State's then-current version of the Deliverables or would cause Problems or Defects in the Deliverables, Services, or UIS. While performing Services hereunder, Contractor shall not be required to provide

M&O Services or be subject to SLAs or damages for Third-Party Software that is Obsolete; however, in such event, such obsolescence must be resolved promptly, subject to Section 5.6 Non-Obsolescence. Any additional Costs that are charged by a Third-Party Software manufacturer for an Upgrade to a

Third-Party Software product that is not covered by such product's maintenance agreement shall be charged to and paid for by Contractor.

1.110 License Under Bankruptcy Code. All rights and licenses granted under or pursuant to this Contract by, or on behalf of, Contractor to State is, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States

Bankruptcy Code, or replacement provision therefor (as used in this Section, Exhibit 3 18 RFP-23-01-UI the "Code"), licenses to rights to "intellectual property" as defined in the Code.

The Parties agree that State, as the licensee of such rights under the Contract, shall retain and may fully exercise all of its rights and elections under the

Code. The Parties further agree that, in the event of the commencement of bankruptcy proceedings by or against Contractor, a Contractor Assisting

Entity, or the licensor thereof, under the Code, State shall be entitled to retain all of its rights under this Contract.

1.111 Licenses to Contractor. Subject to the terms hereof, the State hereby grants to

Contractor, a non-transferrable (other than sublicenses to permitted Contractor

Assisting Entities), non-exclusive, royalty-free, paid-up right and license within the United States during the term of the Contract, to Use the State

Information, solely as necessary to perform Contractor's obligations pursuant to the Contract. For purposes of clarification, neither Contractor nor Contractor

Assisting Entities shall provide any Third-Party with access to or Use of the

State Information without the prior written consent of the State, and only to the extent of such consent.

Custom Software

1.112 Contractor shall develop Custom Software Deliverables as described in the

RFP and Offer. In addition, from time to time, the State may commission the development of Custom Software to be written by Contractor or, with the

State's prior approval, by Contractor Subcontractor(s), pursuant to the applicable provisions governing unanticipated tasks in the Attachments and

Changes in the Exhibits to the Contract. Each Custom Software Deliverable shall be subject to testing and acceptance procedures agreed upon by the

Parties and as described below.

1.113 State shall own Custom Software from the moment of creation, unless the

Parties otherwise agree in writing in an amendment to the contract, all worldwide right, title and interest, including all Intellectual Property Rights in and related thereto, in: (i) the Custom Software in Source Code Form, the object code and the Custom Software specifications and RFP Requirements

(but excluding Contractor's Pre-Existing Works); and (ii) all Work Product and

Deliverables, including those relating to the Custom Software. The Custom

Software shall be State Property and shall be assigned to State in accordance with Section 2.2.

1.114 The State agrees to and hereby grants Contractor a Software License during the term to Use all or part of such Custom Software in development of other

Custom Software to be owned by the State or as part of, or to support, the UIS.

2.0 Ownership Rights

2.1 State Ownership.

Exhibit 3 19 RFP-23-01-UI

State shall own all worldwide right, title and interest, including all Intellectual

Property Rights in and related thereto, in: (a) the Custom Software (unless otherwise agreed to in writing by the Parties in an amendment to the contract)

(including, for the avoidance of doubt, the Source Code thereof) and

Documentation therefor, the Custom Software specifications and RFP

Requirements to the extent not included in the foregoing, and all UIS Service

Modifications, Updates and Enhancements (including with respect to all of the foregoing, the Source Code thereof) thereto and the Documentation therefor;

(b) all Work Product and Deliverables, and, in the event that Software is the subject thereof, the Source Code thereof and the Documentation and the specifications and RFP Requirements (however designated) therefor; and (c) all other Work Product and Deliverables created hereunder, whether or not, with respect to each of subsections (a), (b) and (c), created by Contractor and/or any Contractor Assisting Entity or by Contractor and/or a Contractor

Assisting Entity in combination with another person or entity (including State)

(collectively, "State Property").

2.2 Assignment.

To the extent that ownership of any part of the State Property (including any of the Intellectual Property Rights in and thereto) does not vest in State by operation of Law in any jurisdiction, Contractor hereby assigns, grants and conveys (and shall cause any Contractor Assisting Entity to assign, grant and convey) all of Contractor's and/or any Contractor Assisting Entity's and their employees', contractors', subcontractors' and other agents' worldwide right, title and interest in the same to State without the necessity for any additional consideration. Each foregoing assignment, grant and conveyance to State shall be referred to as a "State Assignment," and Contractor acknowledges and agrees that such State Assignment shall be effective as of the moment of creation or development of any Work Product and/or

Deliverables, or portion thereof, or the Intellectual Property Right, which is the subject thereof.

Contractor hereby, without reservation, binds Contractor and the Contractor

Assisting Entities and its and their employees, contractors, subcontractors, agents, successors, assigns and legal representatives to cooperate fully and promptly with State and to do all acts necessary or required to be done or requested by State to perfect the assignment to State, including, in and in connection with all proceedings before the U.S. Copyright Office, the U.S.

Patent and Trademark Office and similar intellectual property governmental offices or agencies in other jurisdictions, without the necessity of further consideration from State, but at State's reasonable expense, subject to availability of funds.

Contractor shall also, from time to time, execute and deliver (and/or cause to be delivered) to State any and all lawful recordation and application

Exhibit 3 20 RFP-23-01-UI documents, including petitions, specifications, oaths, assignments, disclaimers, waivers and lawful affidavits in form and substance as may be requested by

State. Contractor shall further provide State from time to time with all other assistance required to vest or perfect State's exclusive ownership of the State

Property, and cooperate with State and do all acts requested by State to evidence, establish, apply for, procure, register, record, maintain, enforce and defend State's rights in the same on a prompt basis, but in any event within such time period(s) as required to enable State to timely preserve or assert its rights in any country or region of the world.

Contractor hereby appoints State as its agent and attorney-in-fact to act for and on Contractor's behalf in connection with the foregoing, which appointment is irrevocable and coupled with an interest. Contractor also agrees not to file any applications in any jurisdiction for any Intellectual Property Rights in or with respect to the State Property and/or any components thereof, or to contest or challenge or assist others in contesting or challenging State's ownership of or

State's Intellectual Property Rights in the State Property. Contractor hereby expressly waives any "moral rights" or rights of "droit moral," if any, that

Contractor may have in the subject matter of the assignment. Without limiting the foregoing provisions of this Section 2.2, Contractor agrees to comply with all requests from State related to securing, protecting, enforcing, and defending

State's rights in the State Property, State confidential information, State

Information and any Intellectual Property Rights owned by State, including executing additional documents and/or instruments as requested by State or its attorneys or agents.

Without limiting the other provisions of the Contract, Contractor shall not, and shall not permit any other Third-Party to, without the specific prior written approval of State in each instance, (a) create any Derivative Works of or (b) decompile, disassemble, or reverse engineer any State Property or any State confidential information, State Information or any other property or Intellectual

Property Rights of State. Subject to the terms hereof, the State shall also own and retain all right, title, and interest in and to its confidential information, the

State Information, the State's Intellectual Property Rights, the Purchased

Equipment and Technology, licenses to the State Third-Party Software, and any other State property developed independently by the State or a Third-Party other than Pre-Existing Works.

2.3 Contractor Ownership

Subject to the terms hereof, as between the State and Contractor, Contractor and its licensors, as applicable, retain all right, title and interest in and to the

Contractor and Contractor Subcontractor confidential information, Contractor

Technology and the Pre-Existing Works.

2.4 Title

Subject to the terms hereof, as between Contractor and the State, Contractor

Exhibit 3 21 RFP-23-01-UI and its Contractor Assisting Entities hold all right, title and interest in any

Contractor owned equipment, Contractor Pre-existing Works and other

Contractor Technology, as well as…