FULLY_SIGNED_MCSA0124_Base_11-25-2025.pdf

West Publishing Corporation Master Cloud Services Agreement MCSA0124 Page 1 Form Date: 03.1.24

WEST PUBLISHING CORPORATION

MASTER CLOUD SERVICES AGREEMENT MCSA0124

This Master Cloud Services Agreement #MCSA0124 (“Contract”) is by and between (A) West Publishing Corporation, having an office at 2900 Ames Crossing Rd., Suite 100, Eagan, Minnesota 55121, to the extent that Services will be provided by West Publishing Corporation, and/or (B) Thomson Reuters Enterprise Centre GmbH, having an office at Landis + Gyr-Strasse 3, 6300 Zug, Switzerland, to the extent that Services will be provided by Thomson Reuters Enterprise Centre GmbH (collectively, “Contractor”) and the State of Ohio (“State”), through its Department of Administrative Services (“DAS”), having its principal place of business at 30 East Broad Street, 40th Floor, Columbus, Ohio 43215. The State and the Contractor are sometimes referred to jointly as the "Parties" or individually as a “Party.” The effective date of this Contract is the date it is signed by the State.

1. General Information

1.1. Organization

This Contract covers subscriptions to cloud services through one or more attachments (“Service Attachments”) that describe the cloud offerings (“Services” or “Service”) that the Contractor makes available to its customers by subscription and that it is authorized to sell to the State. The Service Attachments describe the Services the Contractor offers under this Contract along with any special terms or conditions applicable only to those Services, descriptions of those Services, features, all fees associated with such Services, and any other provisions to which the Parties have agreed with respect to those Services. Such Service Attachments, when executed by the Parties, are incorporated into this Contract and become a part hereof.

“Services” means, more specifically, the cloud computing services, software-as-a-service, online research services, Professional Services, as well as any products, including installed software, supplied by Contractor under the Contract that are detailed in the applicable Service Attachment.

“Professional Services” means the implementation, customization, training, consulting or other professional services Contractor provides, as may be described in the applicable Service Attachment.

1.2. Subscribers

A “Subscriber” means any of the following: (i) State entities such as agencies, boards, and commissions that place requests (“Orders”) through the State’s ordering system described in another section under this Contract for any of the Services identified by one or more Service Attachments incorporated into this Contract; (ii) Other entities of the State, such as the legislative and judicial branches of State government and the independent offices of elected State officials that place Orders under this Contract; and (iii) Cooperative Purchasing Members, defined in the next section, that place Orders under this Contract. Any reference to the “State” in this Contract includes all Subscribers unless the context indicates otherwise.

1.3. Cooperative Purchasing Members

“Cooperative Purchasing Members” are entities that qualify for participation in the State’s cooperative purchasing program under Section 125.04 of the Ohio Revised Code (“R.C.”) and that have completed the steps necessary to participate in that program. They may include Ohio political subdivisions, such as counties, townships, municipal corporations, school districts, conservancy districts, township park districts, park districts created under R.C. Chapter 1545 regional transit authorities, regional airport authorities, regional water and sewer districts, and port authorities.

They also may include any Ohio county board of elections, state institutions of higher education, West Publishing Corporation Master Cloud Services Agreement MCSA0124 Page 2 private fire companies, private, nonprofit emergency medical service organizations, and chartered nonpublic schools. Contractor has the right to approve all sales made to corporate entities pursuant to this Section.

1.4. Term

This Contract is effective on the date it is signed by the State. Unless earlier terminated as set forth herein, this Contract will expire on May 23, 2028.

1.5. Contract – Renewal

The State may renew this Contract by issuing written notice to the Contractor of the decision to do

so. Renewals will be initiated by the State in writing before the expiration of the then-current term.

This expiration and renewal procedure will also apply to the end of any subsequent renewal term.

1.6. Service Attachment(s) – Renewal

As part of the renewal of this Contract, the State may renew any or all Service Attachments under this Contract. Unless otherwise specified in the written renewal notice or in a Service Attachment, all Service Attachments are renewed upon the renewal of this Contract. Individual Orders under a Service Attachment will continue in accordance with each Order Term and may be renewed as long as the applicable Service Attachment remains in effect. Any such Order renewal is effective only on issuance of a purchase order from the Subscriber for the applicable Service.

After the first Contract renewal, the Parties agree that pricing of Services under any Service Attachment may be renegotiated to reflect more favorable rates to the State.

The Services may change from time to time, but Contractor will not change their fundamental nature unless otherwise expressly permitted herein. Certain Services include updates (bug fixes, patches, maintenance releases). Contractor reserves the right to charge for upgrades (releases or versions that include new features or additional functionality) or any application programming interfaces (“APIs”) for applicable Services. Any additional charges for selected upgrades or APIs will be set forth in the Service Attachment. Contractor may subject certain features or functionality to metering or other usage restrictions to maintain responsive performance.

The Subscribers have the option anytime during the Contract’s term to upgrade to a new technology or Service offering with the Contractor in accordance with the applicable Service Attachment without incurring any fees for terminating the existing technology or Service early.

1.7. Relationship of the Parties and Subscribers

It is fully understood and agreed that Contractor is an independent contractor and is not an agent, servant, or employee of the State or any Subscriber. Contractor declares that it is engaged as an independent business and has complied with all applicable federal, state, and local laws regarding business permits and licenses of any kind, including but not limited to any insurance coverage, workers’ compensation, or unemployment compensation that is required by applicable law and will assume all responsibility for any applicable federal, state, municipal, or other tax liabilities.

Additionally, Contractor understands that as an independent contractor, it is not a public employee and is not entitled to contributions from the State to any public employee retirement system.

Contractor acknowledges and agrees any individual providing personal services under this Contract is not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code (“an entity with five or more employees that is a corporation, association, firm, limited liability

West Publishing Corporation Master Cloud Services Agreement MCSA0124 Page 3 company, partnership, sole proprietorship, or other entity engaged in business”), Contractor will have any individual performing services under the Contract complete and submit to the Subscriber the Independent Contractor/Worker Acknowledgement form, available at https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf.

Contractor’s failure to complete and submit the Independent Contractor/Worker Acknowledgement form prior to providing any Service or commencement of any work, service or deliverable, provided under this Contract, will serve as Contractor’s certification that Contractor is a “business entity” as the term is defined in R.C. 145.037.

1.8. Dealers and Distributors

The Parties acknowledge and agree that the Contractor will not use any dealers or distributors in the performance of this Contract. To the extent the Contractor elects to use any dealer or distributor, this Section 1.8 applies.

The State authorizes the Contractor to name one or more dealers to work with the State on behalf of the Contractor. If the Contractor decides to use any dealers, the Contractor must submit to the State the name, principal business address, addresses for Orders and for payments, telephone number, and federal tax identification number of each dealer it wishes to name under this section.

The Contractor also must submit a completed W9 form for each dealer. The Contractor's submission must be on its official letterhead, signed by an authorized representative, and sent to the address listed in the Notices section of this Contract. Each named dealer must be properly registered in the Office of Budget and Management Shared Services via the Ohio Supplier Portal (supplier.ohio.gov) in order to receive payment under this Contract.

In doing the above, the Contractor warrants that:

i. The Contractor has provided the dealer with a copy of this Contract and a duly authorized representative of the dealer has agreed, in writing, to be bound by the terms and conditions in this Contract.

ii. The agreement with the dealer specifically provides that it is for the benefit of the State as well as the Contractor.

iii. The Contractor will remain liable under this Contract for the Services of its dealers and will remedy any breach of any of its dealers under this Contract.

iv. Payments under this Contract for the Services of any dealer may be made directly to that dealer, and the Contractor will look solely to the dealer for any payments due to the Contractor once the State has paid the dealer.

v. To the extent that there is any liability to the State arising from doing business with a dealer that has not signed the agreement required under this section with the Contractor, the Contractor will indemnify the State for such liability.

If the Contractor wants to designate a dealer that will not receive payments (a "distributor"), the Contractor may do so by identifying the person or organization as a distributor in the authorizing letter. In such cases, the taxpayer identification and payment address may be omitted from the authorizing letter, and a W9 form is not required. All other requirements and obligations for designating a dealer apply to designating a distributor.

1.9. State Audits and Reporting Requirements

1.9.1. State Audits

Contractor must keep all financial records related to this Contract in a manner consistent with Generally Accepted Accounting Principles (GAAP) or equivalent accounting https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf

West Publishing Corporation Master Cloud Services Agreement MCSA0124 Page 4 principles; provided, however, that nothing in this Section 1.9.1 requires Contractor to make any changes to its existing accounting practices or adopt any new accounting practices.

During the term of this Contract and for three years after its termination or expiration, on 30 days’ prior written notice and during customary business hours, at the State’s expense, the State may audit the Contractor's financial records that relate to (i) the Services performed under this Contract, or (ii) any billing or invoices under the Contract, and Contractor agrees to provide the State with access to and the right to examine any such financial records in accordance with this Section 1.9.1. This audit right also will apply to the State's duly authorized representatives and any organization providing funding for any Order hereunder.

The Contractor must make such financial records available to the State within a reasonable period of time after receiving the State’s written notice of its intent to audit the Contractor’s records, and must notify the State as soon as the records are ready for audit.

If any audit reveals any material misrepresentation, overcharge to the State, or violation of the terms of this Contract, the State will be entitled to terminate this Contract in accordance with Section 6.1 and/or recover its damages.

1.9.2. Quarterly reporting

Contractor must report the quarterly dollar value (in U.S. currency rounded to the nearest whole dollar) of the sales to Cooperative Purchasing Members under this Contract each calendar quarter (i.e., January-March, April-June, July-September and October- December). The dollar value of the sales reported must equal the price paid by Cooperative Purchasing Members for purchases under this Contract during the reporting period. The sales to State agencies under this Contract are automatically reported in OhioBuys.

Contractor must submit the quarterly sales report to the State via OhioBuys. If no sales occur, Contractor must show zero sales on the report. The report must be submitted 30 days after the completion of the reporting period.

Contractor also must submit a closeout report within 120 days after the expiration of this Contract. For purposes of this subsection 1.9.2, the Contract expires on the physical completion of the last, outstanding task or completion of an Order of the Contract. The closeout report must cover all sales not shown in the final quarterly sales report and reconcile all errors and credits. If Contractor reported all Contract sales and reconciled all errors and credits on the final quarterly sales report, then the closeout report should show zero sales.

If Contractor falsifies any sales report, the State may terminate this Contract for cause in accordance with Section 6.1.

1.9.3. Other Reports

The State also may require various additional reports from the Contractor related to the Services, at the State’ expense, as the Parties may agree in writing from time to time. Such reports include those identified in any Service Attachment. Further, the State will be entitled to any other reports that the Contractor makes generally available to its other customers without additional charge. The State’s rights under this section will apply to all Services provided to all Subscribers under this Contract, but a Subscriber’s rights to reports will apply solely to Services it orders or receives under this Contract.

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1.10. Subscribers’ Reliance on Contract

Subscribers may rely on this Contract. Whenever a Subscriber is a Cooperative Purchasing Member and relies on this Contract to issue an Order, the Subscriber will step into the shoes of the State under this Contract for purposes of its Order, and, as to the Subscriber’s Order, this Contract will be between the Contractor and that Subscriber. The Contractor must look exclusively to that Subscriber for performance, including, but not limited to payment, and must hold the State harmless regarding such Orders and the Subscriber's performance.

Notwithstanding the foregoing, the State, through DAS, has the right to terminate this Contract and seek such remedies on termination as this Contract provides should the Contractor fail to honor its material obligations under an Order from any Subscriber, whether a Cooperative Purchasing Member or not.

1.11. Subcontracting

The Parties acknowledge and agree that the Contractor will not use any subcontractor(s) in performance of any work under this Contract. To the extent the Contractor uses a subcontractor, this Section 1.11 applies.

The State recognizes that it may be necessary for the Contractor to use a subcontractor to perform a portion of the work under the Contract. In those circumstances, the Contractor shall submit a list identifying the Contractor’s subcontractors. The Contractor may not enter into subcontracts related to the Contract after award without written approval from the State. If any change occurs during the term of the Contract, that requires a change to identified subcontractors, the Contractor shall amend its list of subcontractors and request written approval from the State. The State reserves the right to reject any subcontractor submitted by the Contractor.

All subcontracts will be at the sole expense of the Contractor and the Contractor will be solely responsible for payment of its subcontractors. The Contractor assumes responsibility for all sub-contracting and third-party manufacturer work performed or product delivered under the Contract.

All agreements with subcontractors must incorporate this Contract by reference and include the following provisions: (1) the subcontractor agrees to be bound by all applicable terms and conditions of this Contract; and (2) the terms of this Contract prevail over any conflicting terms of the agreement with the subcontractor. The Contractor will be the sole point of contact with regard to all contractual matters.

1.12. Third-Party Suppliers

The Contractor must incorporate the costs of any third-party supplies and services in the Contractor’s fees identified on the applicable Service Attachment under this Contract.

The Contractor’s use of other suppliers does not mean that the State will pay for them. The Contractor will be solely responsible for payment of its suppliers and any claims of those suppliers for any failure of the Contractor to meet its obligations under this Contract or other agreement with the suppliers.

The Contractor assumes responsibility for all Services provided under this Contract whether it or one of its suppliers provides them in whole or in part. Further, the Contractor will be the sole point of contact for all contractual matters, including payment of all charges resulting from the Contract and all Service requests.

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1.13. Non-Exclusivity

This Contract is non-exclusive and is not a requirements contract. Nothing herein prevents either Party from entering into similar agreements with other entities.

1.14. Competitive Pricing and Services

For the purposes of maintaining pricing and Service competitiveness through the term of the Contract, the Contractor agrees to periodically review and discuss its pricing and Service offerings with the State upon prior request. Requests for amendments to the Service Attachments to reduce fees may be submitted by Contractor at any time throughout the term of the Contract.

1.15. Conflict Resolution

If one Party believes the other Party has violated or is not complying with the terms of this Contract or if any other dispute arises under this Contract, the Party raising the matter may provide to the other Party written notice referencing this section and specifying the nature of the dispute (the “Dispute Notification”). The Parties then will seek to resolve the dispute in accordance with the procedures in this section.

i. All disputes will be submitted first to the authorized State or Subscriber representative (or designee) and the Contractor’s representative for resolution. For 15 days from receipt of the Dispute Notification, the authorized State or Subscriber representative and Contractor’s representative will discuss and attempt to resolve the dispute in good faith.

ii. If after the 15 days identified above, the authorized State or Subscriber representative and the Contractor’s representative are unable to resolve the dispute, the Parties will then escalate the dispute to the proper State or Subscriber and Contractor representatives for resolution. For the next 15 days, the escalated State or Subscriber and Contractor representatives will discuss and attempt to resolve the dispute in good faith.

iii. If following the 15 days in the previous paragraph, the State’s or Subscriber’s and the Contractor’s escalated representatives are still unable to resolve the dispute, the Parties will then further escalate the dispute to the State’s Chief Information Officer (“CIO”) or a designee, or the equivalent Subscriber representative, and to the Contractor’s Vice President level for resolution. For the next 15 days, the State’s CIO or Subscriber representative and Contractor’s Vice President will discuss and attempt to resolve the dispute in good faith. If the State’s CIO or Subscriber representative and Contractor’s Vice President are unable to resolve the dispute within that time, the Parties will nevertheless continue to retain their rights to initiate formal proceedings hereunder.

The specific format for such discussions will be left to the discretion of the representatives of the State or Subscriber and Contractor responsible for attempting to resolve the dispute, but each Party will involve the business, technical, and legal resources reasonably necessary to attempt in good faith to resolve the dispute at the earliest possible time and without undue delay.

Nothing in this section is intended to limit the rights provided under the termination section of this Contract or be a prerequisite to exercising those rights.

Once the dispute has been resolved, any payments withheld will be handled in the following manner:

i. If the resolution was in favor of the State or one or more Subscribers, the Contractor will issue a credit on the next invoice for the affected Subscribers. If the credit exceeds the Service charges on the next invoice or an invoice will not be issued within 60 days of the

West Publishing Corporation Master Cloud Services Agreement MCSA0124 Page 7 resolution, the Contractor will issue payment in the form of a check in the amount exceeding the Service charges or for the full amount if an invoice will not be issued within 60 days. Any such checks must be issued within that 60-day period.

ii. If in favor of the Contractor, the affected Subscribers will submit appropriate payment within 30 days of receiving notification of the resolution at the office designated to receive the invoice and receiving a proper invoice.

2. General Requirements for Cloud Services

2.1. Standards

All Service subscriptions must provide a Service that maintains a redundant infrastructure that will ensure access for all the State’s enrolled users in case of a failure at any one of the Contractor locations, with effective contingency planning (including back-up and disaster recovery capabilities) and 24x7 trouble shooting service for inquiries, outages, issue resolutions, etc. All such Services must be available and provide response rates that are in line with industry standards. They also must meet the Service Level Agreements (“SLAs”), if any, provided in the applicable Service Attachment and the Contractor must issue any credits or refunds for any failure to meet the SLAs, if such credits or refunds apply, as provided in the applicable Service Attachment. The Services must also be supported with sufficient connectivity and computing resources to handle reasonably anticipated peak demand and the Contractor must ensure that sufficient bandwidth and computing resources are dedicated to the Services to meet peak demand times without material degradation in performance.

All Services must offer a customizable and extendable capability based on open-standards APIs that enable integration with third party applications.

The Contractor has and will continue to use its best efforts through quality assurance procedures to ensure that there are no viruses, malware, or undocumented features in its infrastructure and Services and that they do not contain any embedded device or code (e.g., time bomb) that is intended to obstruct or prevent any use of or access to them by the Subscribers.

User access to the Services must be capable of using SAML or OpenID Connect protocols to securely federate with the State’s identity provider service in order to: (i) support single sign-on capability for users; (ii) ensure that every user is tied to an identity provider account; and (iii) prevent user access when a user is disabled or deleted in the applicable identity provider user store. Active Directory or other LDAP services should be used only as an alternative if SAML or OpenID Connect are unavailable.

2.2. Data Security and Privacy Terms, Supplement A

Contractor must comply with the Data Security and Privacy Terms attached to this Contract as Exhibit I.

In addition to the Data security and Privacy Terms, the specific technical and organizational measures set out in Contractor’s Data Security Addendum, attached to this Contract as Exhibit II, apply.

2.3. Object Reassignment

Any Service subscriptions that are provided by the number of items that may be used by or in conjunction with it, such as nodes, users, or connections (“Objects”), may be reassigned to other, similar Objects within the Subscriber’s organization at any time and without any additional fee or

West Publishing Corporation Master Cloud Services Agreement MCSA0124 Page 8 charge, unless otherwise specified in the relevant Service Attachment. For example, a named user subscription may be assigned to another user. Any such reassignment must be in conjunction with termination of use by or with the previous Object, if such termination is required to keep the total number of licensed Objects within the scope of the applicable subscription. Should a Subscriber require a special code, unique key, or similar item to reassign the subscription as contemplated by this section, the Contractor will provide such a code, key, or similar item to the Subscriber at any time and without a fee or charge. For clarity, a later section in this Contract governs assignment of a Service subscription to a successor in interest.

2.4. Reserved

2.5. Contractor Warranties, Responsibilities, and Disclaimers

2.5.1. LIMITED WARRANTY

EXCEPT WITH RESPECT TO INSTALLED SOFTWARE OR PROFESSIONAL

SERVICES, CONTRACTOR WARRANTS THAT PROPERLY LICENSED SERVICES

WILL MATERIALLY CONFORM TO ANY DOCUMENTATION THAT ACCOMPANIES

THE SERVICES. THIS LIMITED WARRANTY APPLIES FOR THE DURATION OF THE

CONTRACT TERM. THE STATE’S OR A SUBSCRIBER’S ONLY REMEDY IN THE

EVENT CONTRACTOR BREACHES THIS LIMITED WARRANTY SHALL BE THE

REPAIR OR REPLACEMENT OF THE SERVICES AT NO CHARGE, OR A REFUND OF

THE PURCHASE PRICE FOR THE SERVICES IF REPAIR OR REPLACEMENT IS NOT

POSSIBLE. THIS LIMITED WARRANTY DOES NOT COVER PROBLEMS CAUSED BY

THE STATE’S OR A SUBSCRIBER’S FAILURE TO ADHERE TO INSTRUCTIONS,

MODIFICATIONS OR CUSTOMIZATIONS TO CONTRACTOR’S PRODUCTS OR

SERVICES MADE BY THE STATE OR A SUBSCRIBER OR CAUSED BY EVENTS

BEYOND CONTRACTOR’S REASONABLE CONTROL.

“Documentation” means manuals, handbooks, guides and other user instructions, documentation and materials available through the product or provided by Contractor regarding the capabilities, operation, and use of our Services.

2.5.2. PROFESSIONAL SERVICES

CONTRACTOR WARRANTS THAT IT WILL PROVIDE ANY PROFESSIONAL

SERVICES PURSUANT TO THE REQUIREMENTS OF THIS CONTRACT USING

REASONABLE SKILL AND CARE AND IN ACCORDANCE WITH GENERALLY

ACCEPTED INDUSTRY STANDARDS REASONABLY EXPECTED FOR SIMILAR

TYPES OF PRODUCTS AND SERVICES.

2.5.3. DISCLAIMER OF WARRANTIES

THE FOREGOING WARRANTIES DO NOT APPLY, AND CONTRACTOR STRICTLY

DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY DATA OR

THIRD-PARTY SOFTWARE, OR FOR ANY MODIFICATIONS OR CUSTOMIZATIONS

THE STATE OR A SUBSCRIBER MAKES TO CONTRACTOR’S PRODUCTS OR

SERVICES. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED HEREIN,

CONTRACTOR’S SERVICES ARE PROVIDED “AS IS”, AND ALL WARRANTIES,

CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW

INCLUDING, WITHOUT LIMITATION, WARRANTIES OR OTHER TERMS AS TO

SUITABILITY, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A

PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED

BY APPLICABLE LAW. IN ENTERING THE CONTRACT, NEITHER PARTY HAS RELIED

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UPON ANY STATEMENT, REPRESENTATION, WARRANTY OR AGREEMENT OF THE

OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THE CONTRACT.

UNLESS OTHERWISE EXPRESSLY STATED IN THE CONTRACT, AND TO THE

FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONTRACTOR DOES

NOT WARRANT OR REPRESENT OR INCLUDE ANY OTHER TERM THAT THE

SERVICES WILL BE DELIVERED FREE OF ANY INACCURACIES, INTERRUPTIONS,

DELAYS, OMISSIONS OR ERRORS, OR THAT ANY OF THESE WILL BE CORRECTED.

CONTRACTOR DOES NOT WARRANT THE LIFE OF ANY URL OR THIRD-PARTY WEB

SERVICE.

2.5.4. NO ADVICE

CONTRACTOR IS NOT PROVIDING FINANCIAL, TAX AND ACCOUNTING, LEGAL,

COMPLIANCE OR ANY OTHER PROFESSIONAL ADVICE BY ALLOWING THE STATE

OR A SUBSCRIBER TO ACCESS AND USE CONTRACTOR’S SERVICES,

DOCUMENTATION OR DATA. SOME INFORMATION MAY CONTAIN THE OPINIONS

OF THIRD PARTIES, AND CONTRACTOR IS NOT RESPONSIBLE FOR THESE

OPINIONS. THE STATE’S OR A SUBSCRIBER’S DECISIONS MADE IN RELIANCE ON

THE SERVICES, DOCUMENTATION OR THE STATE’S OR A SUBSCRIBER’S

INTERPRETATIONS OF CONTRACTOR’S DATA ARE THE STATE’S OR THE

SUBSCRIBER’S, AS APPLICABLE, FOR WHICH THE STATE OR THE SUBSCRIBER

HAS FULL RESPONSIBILITY. CONTRACTOR IS NOT RESPONSIBLE FOR ANY

DAMAGES RESULTING FROM ANY DECISIONS BY THE STATE OR A SUBSCRIBER,

OR ANYONE ACCESSING THE SERVICES THROUGH THE STATE OR A

SUBSCRIBER, MADE IN RELIANCE ON THE SERVICES, INCLUDING FINANCIAL, TAX

AND ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL

ADVICE. THE SUBSCRIBERS AGREE THAT THEIR USE OF THE SERVICES IS AT

THEIR OWN RISK IN THESE RESPECTS. THE SUBSCRIBERS ARE SOLELY

RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF

ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE

OF ANY SERVICES AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED

ON THE DATA CONTAINED IN OR GENERATED BY THE SERVICES.

2.5.5. Customer Assistance

Contractor is not responsible if the Service fails to perform because of the State’s or a Subscriber’s third-party software, hardware malfunction, or actions or inaction.

2.5.6. The Contractor further warrants that it has validly entered into this Contract and has the legal power to do so.

2.5.7. Contractor will not knowingly transmit any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs (“Malicious Code”) or technologies into any products, services or networks.

2.5.8. Contractor shall maintain industry standard computing environments to protect its property from access by unauthorized persons.

2.5.9. Contractor will use and will require any subcontractors to use industry standard organizational, administrative, physical and technical safeguards to protect the State and Subscribers’ data.

2.5.10. Contractor shall at all times comply with applicable law, including export controls and economic sanctions that apply to it in connection with the Contract.

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2.5.11. For any breach of the warranties or responsibilities above, the Contractor must notify the

State in writing promptly upon discovery of the breach, or if the Contractor is notified in writing by the State or a Subscriber of the breach, the Contractor must correct the breach in a commercially reasonable time. Further, if not already addressed, the State’s and individual Subscribers’ remedies for any breach of the warranties above will be as provided in the termination section of this Contract.

2.6. State and Subscribers’ Responsibilities

2.6.1. Passwords

The access to certain Services is password protected. The Subscribers are responsible for ensuring that passwords are kept confidential. Sharing passwords is strictly prohibited.

Each user must immediately change their username/password combinations that have been acquired by or disclosed to an unauthorized third party. Each Subscriber shall maintain industry standard computing environments to ensure that its property is secure and inaccessible to unauthorized persons.

2.6.2. Unauthorized Technology

Unless prior written authorization is given by the Contractor, a Subscriber may not (i) run or install any computer software or hardware on Contractor’s Services or network; (ii) mine, scrape, index, or automatically download Contractor’s data; or (iii) automatically connect (whether through APIs or otherwise) Contractor’s data to other data, software, services or networks. A Subscriber will not knowingly introduce any Malicious Code or unauthorized technologies into any products, services or networks.

2.6.3. Third Party Supplemental Software

The State may be required to license third-party software to operate some of Contractor’s Services. Additional terms may apply to such third-party software.

2.6.4. Use Restrictions

The State shall not use Contractor’s Property (defined below) or permit a third party to use such Property for any purposes beyond the scope of the access granted in the Contract.

Unless otherwise expressly permitted in the Contract, the Subscribers may not and may not permit a third party to: (i) sell, license, sublicense, distribute, publish, display, store, copy, modify, merge, decompile, decode or disassemble, reverse engineer, remove any proprietary notices, translate or transfer Contractor’s Property, in whole or in part, or as a component of any other product, service or material; (ii) use or provide Contractor’s Property on a white-labeled/re-branded basis, or otherwise, for the benefit of any third party (other than to the extent third parties are expressly permitted to receive Contractor’s Property under the Contract); (iii) use Contractor’s Property or third-party providers’ property to train any artificial intelligence (“AI”) or machine learning algorithms or software, or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (iv) allow any third parties to access, use or benefit from Contractor’s Property in any way. Notwithstanding the foregoing, the Subscribers may (a) download and print limited extracts of content from Contractor’s Services solely for their own internal business purposes; and (b) on an infrequent, irregular and ad hoc basis, distribute limited extracts of content from Contractor’s Services; provided that, in either case, (1) such extracts do not reach such

West Publishing Corporation Master Cloud Services Agreement MCSA0124 Page 11 quantity as to have commercial value and the Subscriber does not use such extracts as a substitute for any Services; and (2) Contractor and any third-party content provider, if applicable, is cited and credited as the source. Exercising legal rights that cannot be limited by agreement is not precluded. Only if the Subscriber is in the business of providing audit, tax, or accounting services, or legal advice to its clients, this section does not preclude the State from using Contractor’s Services to benefit its clients in the ordinary course of its business in accordance with the Contract. Except as expressly set forth in the Contract, Contractor retains all rights and the State and Subscribers are granted no rights in or to Contractor’s Property.

“Property” means Contractor’s property, including without limitation its products, Services, information, Documentation, data (whether tangible or intangible) and Usage Information.

“Usage Information” means any information, data, or other content (including statistical compilations and performance information) related to or derived from the Subscribers’ access to and use of Contractor’s Property.

2.6.5. Security

Subscribers will use and will require any subcontractors to use industry standard organizational, administrative, physical and technical safeguards to protect the Contractor’s data. Additionally, the State and Subscribers will notify the Contractor if they become aware of any unauthorized third-party access to Contractor’s data or systems and will use reasonable efforts to remedy identified security threats and vulnerabilities to the State’s and Subscribers’ systems.

2.6.6. Compliance

The State and Subscribers shall at all times comply with applicable law, including export controls and economic sanctions that apply to them in connection with the Contract. The Subscribers will not obtain, retain, use, or provide access to the Services to any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the United States of America, the United Kingdom and the European Union and its Member States. The Subscribers acknowledge that they or any third party to which they are permitted to provide access to the Services, is or is affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to Contractor, the Subscribers will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that are sanctioned parties.

2.6.7. Other Responsibilities

The Subscribers are responsible for (i) proper use of Contractor’s Property in accordance with all Documentation, usage instructions and operating specifications; (ii) adherence to the minimum recommended technical requirements; (iii) changes the Subscribers makes to Contractor’s Services or data; (iv) the Subscribers’ combination of Contractor’s Property with any other products, services, data or other property; (v) implementing and maintaining proper and adequate virus or malware protection and proper and adequate backup and recovery systems; and (vi) installing updates.

The State and each Subscriber will be responsible for their respective compliance with this Contract. Additionally, each Subscriber will:

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i. Be responsible for the accuracy, quality, and legality of its data and of the means by which the data was acquired;

ii. Use commercially reasonable efforts to prevent unauthorized access to or use of the Services to which it subscribes and notify the Contractor promptly in writing of any unauthorized access or use of which it becomes aware; and

iii. Use the Services only in accordance with the applicable Service Attachment.

2.6.8. Prohibited Actions. Neither the State nor a Subscriber may:

i. Intentionally permit any third party to access or make the Services available to anyone other than its employees and contractors acting on its behalf except as expressly provided in the relevant Service Attachment

ii. Sell, resell, rent or lease the Services;

iii. Create derivative works based on the Services;

iv. Reverse engineer the Services;

v. Use or access the Services to build a competitive product or service or to copy any features, functions, or graphics of the Services;

vi. Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

vii. Intentionally use the Services to store or transmit Malicious Code, defined as transmitting viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs);

viii. Intentionally interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or

ix. Attempt to gain unauthorized access to the Services or their related systems or networks.

3. Insurance, Indemnification, Limitation of Liability

3.1. Insurance

Until all obligations under this Contract are satisfied, and without limiting Contractor’s indemnification obligations herein, Contractor shall procure and maintain, for the duration of the Contract, the insurance policies set forth below. Contractor shall procure and maintain insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by the Contractor, its agents, representatives, or employees. Contractor shall also procure and maintain insurance for claims arising out of their services including, but not limited to, loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. All commercial insurance required shall be provided by insurers with a rating of not less than A-VII from A.M. Best or a comparable rating agency.

Coverage must be at least as broad as:

i. Commercial General Liability: written on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit will apply separately to this project/location or the general aggregate limit will be twice the required occurrence limit. Defense costs will be outside the policy limit. The State of Ohio, its officers, officials and employees are to be covered as additional insureds on the commercial general liability policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

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ii. Automobile Liability: covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

iii. Workers’ Compensation insurance as required by the State of Ohio, or the state in which the work will be performed, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. If Contractor is a sole proprietor, partnership or has no statutory requirement for workers’ compensation, Contractor must provide a letter stating that it is exempt and agreeing to hold the State and Subscribers harmless from loss or liability for such.

iv. Technology Errors and Omissions and Cyber Liability Insurance with limits not less than $5,000,000 per occurrence or claim, $5,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Contractor in this Contract and shall cover all applicable Contractor personnel or subcontractors who perform professional services related to this Contract. Coverage shall include, but not be limited to, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The coverage shall provide for breach response costs as well as regulatory fines and penalties and credit monitoring expenses with sub-limits sufficient to respond to these obligations.

This coverage requirement may be satisfied with any combination of policies, whether packaged or standalone, and include any applicable excess or umbrella coverage.

The insurance obligations under this Contract are the minimum insurance coverage requirements and/or limits shown in this Contract. No representation is made that the minimum insurance requirements of this Contract are sufficient to cover the obligations of the Contractor under this Contract.

Pursuant to Ohio Revised Code 2743.02(D), all applicable insurance or other means of recovery shall apply to any claim arising from the Contractor’s activities relating to this Contract on a primary basis. The insurance or self-insurance maintained by the State shall not contribute to claims made due to the Contractor’s negligence, errors, or omissions. No subrogation demands shall be made against the State of Ohio, except where there is negligence on the part of the State, and any such demands shall be reduced by all collateral recovery sources available to or received by the claimant.

Umbrella or Excess Insurance Policies. Umbrella or excess commercial liability policies may be used in combination with primary policies to satisfy the limit requirements above. Such Umbrella or excess commercial liability policies must apply without any gaps in the limits of coverage and be at least as broad as and follow the form of the underlying primary coverage required above.

Notice of Cancellation. Contractor must provide the State of Ohio with written notice of cancellation to any insurance policy required above as soon as possible and must use best efforts to notify the State at least 30 days in advance of such cancellation. A lapse in any required insurance coverage during this Contract will be a breach of this Contract.

Deductibles and Self-Insured Retentions. Deductibles and self-insured retentions must be declared to the State. The State may require the Contractor to provide proof of ability to pay losses and related investigations, claims administration and defense expenses within the retention.

Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:

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i. The Retroactive Date must be shown and must be before the date of the Contract or the beginning of contract work.

ii. Insurance must be maintained and evidence of insurance must be provided for at least five

(5) years after completion of the contract work.

iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract effective date, the Contractor must purchase “extended reporting’’ coverage for a minimum of five (5) years after completion of contract work. The Discovery Period must be active during the Extended Reporting Period.

Verification of Coverage. Contractor must furnish the State of Ohio with certificates of insurance or copies of the applicable policy language effecting coverage required by this clause. All certificates are to be received and approved by the State of Ohio before work commences.

However, failure to obtain the required documents prior to the work beginning will not waive the Contractor’s obligation to provide them. The State of Ohio reserves the right to require endorsements required by these specifications, at any time.

Subcontractors. Contractor must require and verify that all subcontractors maintain insurance with sufficient limits for the nature of the products or services they are providing, and Contractor shall ensure that State of Ohio is an additional insured on commercial general liability insurance required from subcontractors. Contractor will indemnify the State for damages that exceed a subcontractor’s policy limits.

Special Risks or Circumstances. State of Ohio reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

3.2. Indemnification

3.2.1. Third Party Intellectual Property

If a third party sues the State or a Subscriber claiming that Contractor’s Services, excluding any portions of the same provided by Contractor’s third-party providers, infringes their intellectual property rights, and the use of such Services has been in accordance with the terms of the Contract, Contractor will defend the State (upon consultation with and approval of the Ohio Attorney General) against the claim and pay damages that a court finally awards against the State and Subscribers or that are included in a settlement approved by Contractor and the State, provided the claim does not result from: (i) a combination of all or part of Contractor’s Services with technology, products, services or data not supplied by Contractor for which the Services were not designed to operate; (ii) modification of all or part of the Services other than by Contractor or its subcontractors; (iii) use of a version of the Services after Contractor has notified the State or a Subscriber of a requirement to use a subsequent version; or (iv) the State’s or Subscribers’ breach of the Contract.

Contractor’s obligation in this Section is conditioned on the State or Subscriber (1) promptly notifying Contractor in writing of the claim; (2) supplying information Contractor reasonably requests; and (3) allowing Contractor to control the defense and settlement upon consultation with and approval of the Ohio Attorney General. Contractor may remedy any alleged or anticipated infringement of a third-party intellectual property right by (a) procuring the right for the Subscribers to continuing using the Service in accordance with this Contract; (b) replacing the affected Property with replacements that do not alter the fundamental nature of the relevant Service; or (c) taking any of the actions in this Section.

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The Contractor is not responsible for any loss, damage or cost to Contractor or its Affiliates arising out of or in connection with a third-party claim, or a regulatory fine or penalty, connected to: (i) an allegation that Contractor or its Affiliates’ use of the information, data, software, or other materials provided to Contractor by the State or Subscribers or on their behalf, which Contractor is required to host, use or modify in the provision of the Services, infringes the intellectual property rights of a third party (except to the extent of the indemnity Contractor provides above); (ii) the State’s, Subscribers’, or their subcontractors’ use of Contractor’s Property in breach of the Contract or in violation of applicable law; or (iii) Contractor or its Affiliates’ compliance with any instruction given by the State or a Subscriber to Contractor in the course of the provision of the Services; or (iv) an assertion by any person accessing or receiving the benefit of any part of the Services through a Subscriber.

“Affiliate” means Thomson Reuters Corporation and…