Exhibit 3_WV-96.pdf

This document is an Addendum to Vendor's Standard Forms for the State of West Virginia, approved by the West Virginia Attorney General's office on January 18, 2019. The addendum establishes standard contractual terms and conditions that will be incorporated into future vendor contracts with state agencies, boards, or commissions. The document outlines 20 key provisions covering critical aspects of state procurement, including order of precedence, payment terms, fiscal year funding contingencies, termination rights, dispute resolution, governing law, and various contractual protections for both the state and vendors.

The addendum systematically removes or modifies standard contract language to protect the state's interests, including eliminating provisions that would impose interest charges, require automatic contract renewals, mandate state-provided insurance, allow unilateral contract assignments, or impose additional costs beyond the state's control. The document emphasizes West Virginia's legal jurisdiction, requires all contract disputes to be resolved in West Virginia courts, and ensures that the state is not obligated to pay additional fees or costs beyond those explicitly authorized. The addendum also addresses confidentiality, third-party software considerations, and requires mutual written agreement for any contract amendments.