Exhibit C, HHS Additional Provisions, Version 1.0.pdf

HHS0016585 Exhibit C

Exhibit C

Health and Human Services (HHS)

Additional Provisions

Version 1.0

Effective: November 7, 2019

TABLE OF CONTENTS

1. TRADEMARK LICENSE

2. TRADEMARK OWNERSHIP

3. DISCOUNTS

4. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS

5. NOTICE OF IRS OR TWC INSOLVENCY

6. NOTICE OF A LICENSE ACTION

Health and Human Services

Additional Provisions V.1.0 – November 7, 2019

ADDITIONAL PROVISIONS

The terms and conditions of these Additional Provisions are incorporated into and made a part of the Contract. Capitalized items used in these Additional Provisons and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions.

1. TRADEMARK LICENSE

HHSC grants to Contractor, for the term of the Contract, a limited, non-exclusive, royalty-free, non-assignable, non-transferable license to reproduce HHSC’s trademarks on published materials in the United States related to the performance of the Contract, provided that such license is expressly conditional upon, and subject to, the following:

A. Contractor is in compliance with all provisions of the Contract;

B. Contractor’s use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements set forth in the HHSC Brand Guide or as otherwise communicated by HHSC;

C. Contractor takes no action to damage the goodwill associated with the trademarks, and refrains from any attempt to contest, attack, dispute, challenge, cancel and/or oppose HHSC’s right, title and interest in the trademarks or their validity;

D. Contractor makes no attempt to sublicense any rights under this trademark license; and

E. Contractor complies with any marking requests HHSC may make in relation to the trademarks, including without limitation to use the phrase “Registered Trademark”, the registered trademark symbol “®” for registered trademarks, and the symbol “™” for unregistered trademarks.

2. TRADEMARK OWNERSHIP

Contractor acknowledges and agrees that the trademarks remain the exclusive property of HHSC, that all right, title and interest in and to the trademarks is exclusively held by HHSC, and all goodwill associated with such trademarks inures solely to HHSC.

3. DISCOUNTS

If Contractor at any time during the term of the Contract provides a discount on the final contract costs, Contractor will notify HHSC in writing at least 10 calendar days prior to the effective date of the discount. HHSC will generate a Purchase Order Change Notice and send a revised Purchase Order to Contractor.

4. NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS

A. Contractor shall immediately report in writing to its assigned HHSC contract manager when Contractor learns of or has any reason to believe it or any person with ownership or controlling interest in Contractor, or their agent, employee, subcontractor or volunteer who is providing services under this Contract has:

i. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or https://www.hhs.texas.gov/hhs-brand-guide https://www.hhs.texas.gov/hhs-brand-guide

Health and Human Services

Additional Provisions V.1.0 – November 7, 2019

ii. Been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime.

B. Contractor shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by the System Agency.

5. NOTICE OF IRS OR TWC INSOLVENCY

Contractor shall notify in writing its assigned HHSC contract manager of any insolvency, incapacity or outstanding unpaid obligations of Contractor owed to the Internal Revenue Service or the State of Texas, or any agency or political subdivision of the State of Texas within five days of the date of Contractor’s becoming aware of such.

6. NOTICE OF A LICENSE ACTION

Contractor shall notify its assigned HHSC contract manager of any action impacting Contractor’s license to provide services under this Contract within five days of becoming aware of the action and include the following:

A. Reason for such action;

B. Name and contact information of the local, state or federal department or agency or entity;

C. Date of the license action; and

D. License or case reference number.

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