FULLY_SIGNED_MCSA0098_Renwal.pdf

Navex Global, Inc. MCSA0098, Amendment 2 and Renewal Page 1 of 3

Version 7/23

MASTER CLOUD SERVICE AGREEMENT (MCSA0098)

AMENDMENT 2 AND RENEWAL

This Amendment 2 and Renewal of contract #MCSA0098 (the “Amendment”) is between the State of Ohio, Department of Administrative Services (the “State”) and Navex Global, Inc. (the “Contractor”). This Amendment changes the terms of the Master Cloud Service Agreement (MCSA0098) (the “Agreement”).

WHEREAS, the State and the Service Provider entered into the Agreement on March 8, 2022; and

WHEREAS, the State and the Service Provider determined that an amendment is necessary to address certain revisions to the Contract.

NOW, THEREFORE, the Agreement is amended as follows:

1. Pursuant to Section 1.5 Agreement - Renewal, the Agreement is renewed for an additional term, effective October 1, 2024 and expiring on December 31, 2026.

2. In Section 1, General Information, 1.7, Relationship of the Parties and Subscribers, Standard Provisions, delete the PEDACKN form link and replace it with the following link:

https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf.

3. Delete Section 9.6, Drug-Free Workplace, in its entirety and replace it with the following:

Drug-Free Workplace. The Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace and shall make a good faith effort to ensure that all Contractor employees, while working on State property or performing work on behalf of the State, will not purchase, transfer, use, be under the influence of, or possess illegal drugs, non-medical cannabis (recreational marijuana), or alcohol, or abuse prescription drugs or medical marijuana in any way.

4. Delete Section 9.30, Boycotting, in its entirety and replace it with the following:

Boycotting. Pursuant to R.C. 9.76(B), Contractor warrants that Contractor is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the contract period.

The State of Ohio does not acquire supplies or services that cannot be imported lawfully into the United States or transact business with any entity or individual subject to financial sanctions imposed by the United States. The Contractor certifies that it, its subcontractors, and any agent of the Contractor or its subcontractors, will acquire any supplies or services in accordance with all trade control laws, regulations or orders of the United States, including the prohibited source regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control. A list of those entities and individuals subject to sanctions can be found at https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists. These sanctions generally preclude most transactions involving Cuba, Iran, and Sudan, and most imports from Burma or North Korea.

https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists

Navex Global, Inc. MCSA0098, Amendment 2 and Renewal Page 2 of 3

This Amendment shall become effective as of the date of the State’s signature and shall remain in full force and effect for the term of the Agreement. Except as modified by this Amendment, all other terms, conditions and pricing of the Agreement shall remain the same and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates appearing below.

NAVEX GLOBAL, INC. STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

By: By:

Name: Shon Ramey Name: Kathleen C. Madden

Title: Chief Legal Officer and Corporate Secretary Title: Director

Date: Date:

Navex Global, Inc. MCSA0098, Amendment 2 and Renewal Page 3 of 3

SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

2 Pending

Agreement Renewal through 12/31/2026, added new Data Security & Privacy Terms, replaced Prohibition of the Expenditure of Public Funds for Offshore Services language, and add the following sections: Federal Tax Information, Legal Representation and Rights and Statute of Limitations.

1 12/21/2021 Added CommandCentral Evidence Cloud Video Storage line item to catalog.

SUMMARY OF AMENDMENTS