FULLY_SIGNED_MLA023061_Contract.pdf

Unicom Systems, Inc. Master Contract for Software Licensing MLA023061 Page 1

Form Date: 03.1.24

MASTER CONTRACT FOR SOFTWARE LICENSING (#MLA023061)

This Master Contract for Software Licensing (#MLA023061) (the “Contract”) is between the State of Ohio (the “State”), through the Department of Administrative Services, with offices at 30 East Broad Street, Columbus, Ohio 43215, and Unicom Systems, Inc. (the "Contractor"), with offices at 15535 San Fernando Mission 310, Mission Hills, California 91345. The effective date of this Contract is the date it is signed by the State.

BACKGROUND

The State and the Contractor have entered into this Contract to provide the terms and conditions under which the Contractor will grant one or more, nonexclusive licenses to the State and any State agency or entity (“Affiliated Entities”) as set forth in the Schedules to use certain software that the Contractor publishes or markets (the "Software"). References to the State in this Contract may mean Affiliated Entities, as applicable. Any such licenses will be described in one or more schedules to this Contract (“Schedules”) and will include a license to use the Software’s user and technical documentation (the "Documentation").

It also may include a license to use the Software’s source code and related material (“Source Code”) if it is indicated elsewhere in this Contract or on the applicable Schedule. Additionally, this Contract governs the Contractor’s obligation to provide the State and its Affiliated Entities with assistance in troubleshooting the Software and with updates, corrections, enhancements, and new releases of the Software (“Support”).

ARTICLE I: LICENSE AND USE

1. Grant of License. The Contractor grants to the State a nonexclusive, nontransferable, license to use the executable code version of the Software identified in each Schedule under this Contract, along with the related Documentation, and if indicated in an applicable Schedule, the Source Code for the Software. The license begins on the date identified in the applicable Schedule as the start date for the license (the “Start Date”). Unless indicated otherwise in this Contract, such use will be limited to use solely for the exercise of any function of State government by the Affiliated Entities. The applicable Schedule governing the license will describe the scope of each license granted to the State in further detail, and the State agrees to limit its use of the Software as described in the applicable Schedule. The State may not republish the Software or the Documentation or distribute it to any third party, unless and only to the extent that this Contract or the scope of license in the applicable Schedule expressly permits. The State will have a right to use the Software at any of its locations worldwide, subject only to applicable restrictions on export of technology from the U.S., the scope of license in the applicable Schedule, and the restrictions in this Contract on using the Software in hazardous environments.

2. Generated Files. “Generated Files” are files that the State creates using the Software and in which the

State’s data or results from the State’s instructions are stored. Examples of such files could include text files generated with a word processor, data tables created with a database engine, and image files created with a graphics application. Applications consisting of instruction sets created with a programming language that the Contractor licensed to the State also would be considered Generated Files. As between the State and the Contractor, the State will own all Generated Files that the State prepares by using the Software, excluding such portions of the Generated Files that consist of embedded portions of the Software.

The Contractor or its licensors will retain ownership of any portions of the Software embedded into Generated Files, but the Contractor grants to the State, a nonexclusive, royalty-free right to reproduce and distribute to third parties any portions of the Software embedded in any Generated Files that the State creates while using the Software in the manner in which the Software is designed to be used. In the State’s distribution of the Generated Files, the State may not use the Contractor's name, logo, or trademarks, except to the extent that such are incorporated in the Generated Files by the design of the Software when used as intended.

3. License Restrictions. The State may not reverse engineer, de-compile, or disassemble any Software for which it is not licensed to use the Software’s Source Code. The State may not assign, transfer, sublicense, or redistribute the Software to any party in whole or in part, except as expressly provided by this Contract or the applicable Schedule. It also may not rent, time share, operate a service bureau to non-State entities

Unicom Systems, Inc. Master Contract for Software Licensing MLA023061 Page 2 with respect to the Software, or charge a fee to any third party for access to or use of the Software, unless this Contract or the applicable Schedule so permits. For clarity, one Affiliated Entity using the Software for or on behalf of other Affiliated Entities is not the operation of a service bureau for purposes of this Contract, even if the Affiliated Entity charges the other Affiliated Entities for the costs of the service. For any Software designed for communications, such as e-commerce applications, or for Web presentations, the State may communicate with third parties using the Software and use the Software for presentations to third parties via the Internet. For the various contractors the State engages to perform work, the State may provide such contractors with access to and use of the Software solely for use on behalf of the State, including in a facilities management, hosting, disaster recovery, or outsourcing arrangement, but the State may not provide access to the Software to any such contractors except for use solely on behalf of the State.

4. Locking Devices. Some Software may require the use of a key to prevent unauthorized installation and use of the Software. The Software may not contain any routines, functions, or devices that can or are designed to transmit or transfer any data surreptitiously to the Contractor or any other party, nor may the Software contain any routines, functions, or similar devices designed to permit the Contractor or a third party to surreptitiously access data on the State’s network or on any of the State’s computers. Should the State need assistance with a key or similar device to use the Software within the State’s scope of license, the Contractor will assist the State at any time and without charge or fee, regardless of whether or not such Software is then under Support.

5. Copies. In addition to the copies of the Software authorized by the license in the applicable Schedule, the State may make a reasonable number of copies of the Software for backup, archival, disaster recovery, testing, development, and image management purposes, and the State may use these copies for such purposes without paying any additional fee or charge, so long as any such additional copies are not used in a production environment while the production copy or copies of the Software are used for production.

No other copies of the Software may be made by or for the State. With respect to the Documentation for any Software, the State may make as many copies of it in either paper-based or electronic form as the State may reasonably require for its own internal purposes. Additionally, the State may incorporate portions of the Documentation in other materials, such as training and reference manuals, provided that such materials are used solely for the internal purposes of the State and the use bears a reasonable nexus to the State’s use of the Software. Each copy of the Software or Documentation that the State makes must bear the same copyright and other proprietary notices that appear on the original copy provided to the State. If the Contractor has granted the State a license to use the Source Code for the Software, the State may make a reasonable number of copies of the Source Code, modify it, compile it, and otherwise use it as reasonably necessary to support its licensed use of the Software.

6. Hazardous Environments. The State recognizes that some Software may not be designed or intended for use in or with online control equipment or systems in hazardous environments requiring fail-safe performance. This includes equipment or systems such as those used in the operation of nuclear facilities, aircraft navigation, air traffic control, direct life support machines, and munitions. It also includes any other equipment or systems in which the State reasonably can foresee that failure of the Software could lead to death, personal injury, or severe physical or environmental damage. For any Software not designated as intended for hazardous environments in the applicable Schedule, the State may not use or permit the use of the Software in conjunction with any such equipment or systems.

7. Object Reassignment. Any Software licensed by the number of items that it may be used on, by, or in conjunction with, such as nodes, computers, users, or sites (“Objects”), may be reassigned to other similar Objects within the Affiliated Entity’s organization at any time and without any additional fee or charge. For example, a computer-specific license may be transferred to another computer of identical or lesser processing capacity, a site license may be transferred to another site requiring the same limits of usage, and a named user license may be assigned to another user. Any such reassignment must be in conjunction with the 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 license. Should an Affiliated Entity require a special code, a unique key, or similar device to reassign the Software as contemplated by this section, the Contractor will provide such a code, key, or similar device to the Affiliated Entity at any time and without a

Unicom Systems, Inc. Master Contract for Software Licensing MLA023061 Page 3 fee or charge, regardless of whether or not such Software is then under Support. For clarity, a later section in this Contract governs assignment of a license in any Software to a successor in interest.

8. Upgrades, Updates, and Corrections. All portions of the Software, including any corrections, patches, service packs, updates, upgrades, and new versions and releases are the property of Contractor, are part of the Software, and are governed by the State’s license in the Software. In no event will the Software or any modification of it be deemed a work made for hire, even if the Contractor has made the modification expressly for the State, unless the parties agree otherwise in writing.

ARTICLE II: FEES AND PAYMENT

1. Fees. The State will pay to the Contractor the fees for licensing the Software identified in each Schedule under this Contract ("License Fees”) as well as all applicable fees for Support of the Software (“Support Fees”) that are identified in any Schedule under this Contract. The License Fee for each license is due and payable on the 30th calendar day after the later of the date on which the applicable license starts (the “Start Date”) or the date the State receives a proper invoice for the License Fee at the office designated in the applicable purchase order. The Support Fee will be due and payable on the 30th calendar day after the later of the date on which the applicable period of Support (the “Support Period”) begins or the date the State receives a proper invoice for the Support Fee at the office designated in the applicable purchase order. The State will not be obligated to acquire or renew Support for any Software unless it issues a purchase order for such.

2. Taxes. The State is exempt from all sales and use taxes (“Taxes”). To the extent any Taxes are imposed on the Contractor in connection with this Contract or the Software, the Contractor must pay such Taxes, together with any interest and penalties not properly disputed with the appropriate taxing authority.

3. Invoices and Payment. The Contractor must submit an invoice to the office designated in the purchase order as the "bill to" address. To be a proper invoice, the invoice must include the following information:

(a) The purchase order number authorizing the delivery of the Software;

(b) State of Ohio contract number (if applicable);

(c) Affiliated Entity Name and billing address;

(d) Delivery location of Software;

(e) Contractor name and address;

(f) Contractor’s unique invoice number;

(g) Date the Software was provided or delivered;

(h) Itemization of Software provided, including cost;

(i) For leases, the invoice must also include the payment number (e.g., 1 of 36);

(j) For time and materials contracts, the invoice must reflect labor hours actually worked and, if applicable, supplies used; and

(k) Clear statement of total payment expected.

Unless otherwise stated in this Contract and in accordance with R.C. 126.30, payments under this Contract will be due on the 30th calendar day after the date of actual receipt of a proper invoice in the office designated to receive the invoice. The date payment is issued by the State or an Affiliated Entity will be considered the date payment is made. Payment of an invoice will not prejudice the State’s right to object to or question that or any other invoice or matter in relation thereto. The State’s preferred method of payment is by electronic funds transfer. However, the Affiliated Entity may also make payment by State of Ohio payment card or by warrant issued by the Auditor of State. At the time of Contract award, Contractor must be able to accept all forms of payment.

4. Appropriation of Funds. The State’s and Affiliated Entities funds may be contingent on the availability of lawful appropriations. If the Ohio General Assembly or any third party who is providing funding fails at any time to continue funding for the Fees or any other obligations due by the State or an Affiliated Entity under this Contract, the State or Affiliated Entity will be released from its applicable payment obligations on the date funding expires, and any affected Schedules or orders will terminate with respect to the Software or

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Support affected by the non-appropriation as of the date that the funding expires. This provision will not alter the rights of the State or Affiliated Entity in any Software or to any Support for which the State or Affiliated Entity already has made payment at the time of the non-appropriation. Any obligations of the State of Ohio are subject to R.C. 126.07.

5. Certification of Funds. None of the duties or obligations in this Contract are binding on the State, and the

Contractor will not begin performance on this Contract, until all of the following conditions are met:

(a) All statutory provisions under the Ohio Revised Code have been met.

(b) All necessary funds are made available by the appropriate Affiliated Entity.

(c) If applicable, an official State of Ohio Purchase Order (P.O.) has been issued from the appropriate

Affiliated Entity.

(d) If required, the Controlling Board of Ohio has approved the purchase in accordance with R.C. 127.16.

6. Currency. The State will make all payments under this Contract by warrant (the State’s equivalent to a check) in U.S. Dollars, regardless of the location where the Support is provided or the Software is located.

7. Disputed Amounts. The parties will resolve any amounts disputed under this Contract expeditiously and in good faith by having the representatives of the parties who signed this Contract enter into informal discussions. Once resolved through the dispute resolution process, the amount must be paid within 30 days of the resolution and receipt of a corrected, proper invoice, if required. If the State disputes any amount under this Contract in good faith, the State may withhold its payment pending resolution notwithstanding anything to the contrary elsewhere in this Contract.

8. Pricing. Subject to the limitations in this section, the Contractor may modify its list pricing for Software or Support at any time and without notice to the State. No such change will apply to any Software or Support that the State orders or for which it receives an invoice before the effective date of the change, nor will any price increase apply to any Software for which the State and the Contractor have entered into a Price-hold Addendum; the pricing for such Software will be fixed for the term of the price-hold. Additionally, for three years from the date of the State’s first license of any Software, the State will be entitled to acquire additional licenses for the same Software at a discount that is equal to the discount extended to the State for the initial license of the Software, even though the list price for the Software may have increased. Such licenses will be granted under the terms contained in this Contract via the execution of a Schedule hereto. Thereafter, the State will not be obligated to pay more than the Contractor’s then-current, published License Fee for any such Software, less the discount described in the following sentence. For all additional licenses acquired more than three years after the initial license in the same Software, the State will be entitled to a discount of 0% from the then-current list price for the license. Support Fees under this Contract may not increase from one Support Period to the next by more than 5% for any license in the Software. Further, in no event will the Support Fee the State pays be greater than the fee paid by any other customer of the Contractor for the same type of license.

9. Reporting.

Contractor must submit a closeout sales report within 120 days after the expiration of this Contract. For purposes of this Section, the Contract expires on the physical completion of the last, outstanding task or completion of an Order of the Contract. The closeout sales report must cover all sales.

If Contractor fails to submit any sales report in a timely manner or falsifies any sales report, the State may terminate this Contract for cause.

10. Reserved.

ARTICLE III: CONTRACT ADMINISTRATION

1. Term. This Contract is effective on the date of final signature below. Unless earlier terminated as set forth herein, this Contract will expire on December 31, 2027. Expiration of this Contract without renewal will not

Unicom Systems, Inc. Master Contract for Software Licensing MLA023061 Page 5 affect any licenses granted to the State before the expiration. It also will not affect the rights and the responsibilities of the parties with respect to such licenses.

2. Renewal. The State may renew this Contract for additional terms by providing written notice to Contractor of such renewal. Any such renewal of this Contract is subject to the satisfactory performance of the Contractor and the needs of the State. The State’s failure to renew this Contract will not affect any licenses granted to the State before the expiration. It also will not affect the rights and the responsibilities of the parties with respect to such licenses.

3. Delivery. The Contractor must deliver all Software licensed under this Contract to the State F.O.B. at the

State’s site specified in the applicable Schedule. If the Contractor and the State agree so in writing, the Contractor may deliver any Software licensed under this Contract via electronic transmission over the Internet, provided the Contractor maintains sufficient bandwidth to accommodate delivery in this fashion.

Upon physical delivery or successful completion of an electronic transmission, title to any media on which the Software and Documentation are contained and risk of loss of the Software and Documentation will pass to the State.

4. Schedules. For all Software that the State licenses, the Contractor and the State will enter into a written

Schedule to this Contract, signed by duly authorized representatives of both parties. The Schedule will describe the Software, the license granted in the Software, and the date the license starts (“Start Date”). It also will identify the License Fee for the license granted, the number of physical copies of the media on which the Software is shipped, the operating system or systems for which the Software is designed, and the Support Fee or the percentage of the License Fee used to calculate the Support Fee. All additional Software that the State seeks to license from the Contractor under this Contract, as well as all additional licenses that the State wishes to acquire in Software already licensed under this Contract, will be subject to the Contractor’s prior, written approval in each such case and will require an additional Schedule for such licenses. However, the Contractor must approve of additional licenses of any Software that is covered by a Price-hold Addendum. The Contractor also must approve licenses of any Software that is or designed to operate in conjunction with Software already acquired by the State under this Contract, if the Software at issue is generally available to other customers and the State is not in material breach of this Contract.

5. Confidentiality. The parties may disclose or learn of information, documents, data, records, or other material that the disclosing party considers confidential (“Confidential Information”) in the performance of this Contract. The receiving party must treat the Confidential Information as such if it is so marked, otherwise defined as such, or when, by its very nature, it deals with matters that, if generally known, would be damaging to the best interests of either party, the public, other parties, or individuals or organizations about whom the disclosing party keeps information. Title to the Confidential Information and all related materials and documentation remains with the disclosing party. The receiving party may only use the Confidential Information solely to perform its obligations under this Contract and may not use or disclose any Confidential Information received as a result of this Contract without the written permission of the disclosing party. The Contractor must assume that all State information, documents, data, source codes, software, models, know-how, trade secrets, or other material when, by its very nature, it deals with matters that, if generally known, would be damaging to the best interest of the public, other parties, or individuals or organizations about whom the State keeps information is confidential. In addition, the receiving party may not use or disclose any documents or records exempted by Ohio law from public records disclosure requirements.

If any Software or other deliverable delivered under this Contract contains data, documentation, or other written information that is confidential in nature and properly labeled as such, then it also will be Confidential Information for purposes of this section. The State and Affiliated Entities will keep all such Confidential Information in confidence and will not use it other than as authorized under this Contract. The State and Affiliated Entities will also not disclose any such Confidential Information to any third party without first obligating the third party to maintain the secrecy of the Confidential Information.

The receiving party’s obligation to maintain the confidentiality of the Confidential Information will not apply where the information:

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(a) Was already in the receiving party’s possession without the obligation of confidence;

(b) Is independently developed by the receiving party with documentary evidence to support the independent development;

(c) Is or becomes publicly available without breach of this Contract, except as provided in the next full paragraph;

(d) Is rightfully obtained by the receiving party from a third party without an obligation of confidence;

(e) Is disclosed by the receiving party with the written consent of the disclosing party; or

(f) Is released in accordance with a valid order of a court or governmental agency, provided that the receiving party:

(1) Notifies the other party of such order immediately upon receipt of the order; and

(2) Makes a reasonable effort to assist the disclosing party in obtaining a protective order, if requested, from the issuing court or agency limiting the disclosure and use of the Confidential Information to the portion of the Confidential Information needed to satisfy the original order of production and solely for the purposes intended to be served by the order.

Although some sensitive personal information, such as medical records, addresses, telephone numbers, and social security numbers may be publicly available through other sources, the receiving party must not disclose or use such information in any manner except as expressly authorized in this Contract. Therefore, item (c) above does not apply, and the receiving party must treat such sensitive personal information as Confidential Information whether it is available elsewhere or not. The receiving party must restrict circulation of Confidential Information within its organization and then only to people in the receiving party’s organization that have a need to know the Confidential Information to perform under this Contract.

Except for properly licensed Software, Source Code, or Documentation that contains Confidential Information, or Generated Files, the receiving party must return all Confidential Information provided by the disclosing party, or if return of the Confidential Information is not possible, destroy the Confidential Information upon termination or expiration of this Contract. Upon request, the Contractor must provide certification or written confirmation to the State of such return or destruction of the Confidential Information.

For properly licensed Software, Source Code, and Documentation that represents Confidential Information, the State may retain it for so long as the State has a valid license in it. Notwithstanding the foregoing, the receiving party may keep a copy of the Confidential Information to comply with contractual, legal, or record keeping obligations, and any such retained Confidential Information is subject to the requirements of this Contract for so long as the receiving party has the Confidential Information in its possession.

Except for Software, Source Code, or Documentation that represents Confidential Information, the receiving party will not incorporate any portion of any Confidential Information into any work or product, other than as specifically permitted in this Contract, and will have no proprietary interest in any of the Confidential Information. With respect to Software, Source Code, or Documentation that is Confidential Information, the foregoing will not apply to any portion of the Software incorporated into Generated Files by the design of the Software when used as intended, nor will the foregoing apply to portions of the Documentation that the State incorporates into material such as training and reference manuals in accordance with this Contract’s applicable provisions. The foregoing will also not apply to any Source Code properly licensed to the State that the State modifies for use within the scope if its license in the applicable Software. Furthermore, the receiving party may be required to have all of its personnel and subcontractors who have access to any Confidential Information to execute a confidentiality agreement incorporating the obligations in this section.

The receiving party will be liable for the disclosure of any Confidential Information not specifically authorized by this Contract. The parties agree that the disclosure of Confidential Information may cause the disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and the receiving party agrees that in the event of a breach of the receiving party’s obligations hereunder, the disclosing party will be entitled to temporary and permanent injunctive relief to enforce this Contract without the necessity of proving actual damages. This provision will not, however, diminish or alter any right to claim and recover damages.

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This Contract, including all terms and conditions, pricing, and attachments or exhibits, is not Confidential Information.

6. Public Records. The Contractor acknowledges, in accordance with R.C. 149.43, that this Contract, as well as any information, deliverables, records, reports, and financial records related to this Contract are presumptively deemed public records. The Contractor understands that these records will be made freely available to the public unless the State determines that, pursuant to state or federal law, such materials are confidential or otherwise exempt from disclosure. The Contractor must comply with any direction from the State or an Affiliated Entity to preserve and/or provide documents and information, in both electronic and paper form, and to suspend any scheduled destruction of such documents and information.

Should the Contractor receive any public records request with respect to any Affiliated Entity Data, the Contractor will immediately notify any affected Affiliated Entity and fully cooperate with the affected Affiliated Entity’s directions.

7. Escrow. Except for Software that the Contractor delivers to the State with its Source Code, the Contractor must escrow the Source Code for all Software with the State’s escrow agent (the “Agent”), at the State’s expense, under an existing escrow agreement between the State and the Agent. The Agent may release the Source Code to the State on the occurrence of any of the following triggering events:

(a) The Contractor ceases business without a successor in interest that assumes all the Contractor’s obligations under this Contract;

(b) The Contractor files or has filed against it a petition in bankruptcy or similar proceeding that is not dismissed within 60 days;

(c) The Contractor stops supporting any licensed Software;

(d) The State terminates this Contract for cause; or

(e) The Contractor materially or consistently fails to perform its Support obligations in a timely and professional manner.

The release will apply only to the Source Code for Software affected by the triggering event. The Source Code for the Software will be in the form customarily used by programmers to read and modify such Source Code. It also will include all supporting documentation and annotations reasonably required for productive use of the Source Code by a competent programmer skilled in the programming language in which the Source Code is written. The Contractor will deliver to the Agent the Source Code for each version or release of the Software that the State acquires. The State will be solely responsible for paying all escrow fees associated with the escrow agreement, and upon any release of Source Code from escrow, the State will treat the material as Confidential Information and use it solely to maintain the Software for its own internal purposes.

The escrow agreement with the Agent is a supplementary agreement to this Contract, within the meaning of Title 11, Section 365(n), of the United States Code, and neither the Contractor nor its trustee in bankruptcy may interfere with the State’s license in the Software or right to access any Source Code by virtue of any bankruptcy proceedings.

From time to time, the State may change the company it uses as the Agent. The State will do so only on written notice to the Contractor and will use only a U.S.-based, well-recognized escrow company.

8. 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 work hereunder by the Contractor, its agents, representatives, or employees. Contractor shall 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.

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Coverage shall be at least as broad as:

(a) Commercial General Liability (CGL): 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 shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Defense costs shall 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.

(b) 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.

(c) 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 its Affiliated Entities harmless from loss or liability for such.

(d) 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 shall be the minimum insurance coverage requirements and/or limits shown in this Contract. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the State of Ohio. 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 or material change 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 or material change. Material change shall be defined as any change to the insurance limits, terms or conditions that would limit or alter the State’s

Unicom Systems, Inc. Master Contract for Software Licensing MLA023061 Page 9 available recovery under any of the policies required above. A lapse in any required insurance coverage during this Contract shall be a breach of this Contract.

Deductibles and Self-Insured Retentions. Deductibles and self-insured retentions must be declared to and approved by 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:

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

(b) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work.

(c) 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 shall not waive the Contractor’s obligation to provide them.

The State of Ohio reserves the right to require complete, certified copies of all required insurance policies, including 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.

9. Force Majeure (Excusable Delay). Neither party will be liable for any delay in its performance under this

Contract that arises from causes beyond its control and without its negligence or fault. For purposes of this Section, the term “force majeure event” includes without limitation, the following: Acts of God, such as pestilence, lightning, earthquakes, fires, storms, hurricanes, tornadoes, floods, washouts, droughts, severe weather. Additional circumstances and events include epidemics, explosions, restraining of government and people, war, strikes, and other similar events or causes.

If the State or the Contractor cannot perform any part of its obligations under this Contract because of force majeure, that party is excused from those obligations, to the extent that performance is prevented by the force majeure event and that party took all commercially reasonable steps to mitigate or avoid the effects of the force majeure event. If there is only a delay in performance, such delay may extend only for that time lost because of the force majeure event. If a party is unable to perform those above-referenced obligations, it must also do the following:

(a) Promptly notify the other party, in writing, of any material delay in performance due to a specified force majeure event;

(b) Provide detailed information of the force majeure event;

(c) Provide a proposed revised performance date to make up for performance delays due to the force majeure event. When applicable, the revised schedule must provide for performance time not to exceed the time lost as a result of the force majeure event.

10. Network Security. The Contractor may not connect to the State’s internal computer network without the prior, written consent of the State, which the State will reasonably provide if necessary or appropriate for

Unicom Systems, Inc. Master Contract for Software Licensing MLA023061 Page 10 the Contractor to provide Support. As a condition of connecting to the State’s computer network, the Contractor must secure its own connected systems in a manner consistent with the State’s then-current security policies, which the State will provide to the Contractor on request. The State may audit the Contractor’s security measures in effect on any such connected systems without notice. The State also may terminate the Contractor’s network connections immediately should the State determine that the Contractor’s security measures are not consistent with the State’s policies or are otherwise inadequate given the nature of the connection or the data or systems to which the Contractor may have access.

11. Termination – Contract, Schedules.

11.1 Termination of the Contract by the State. This Contract will continue in full force and effect until it expires or is terminated according to the terms of this Contract. Contractor must comply with all terms and conditions of this Contract. If the Contractor fails to perform any one of its obligations under this Contract, it will be in default, and the State may proceed in any or all of the following ways:

(a) The State may terminate this Contract or the applicable Schedule(s) under this Contract and

Contractor will provide a pro-rata refund of any prepaid but unused Fees by Affiliated Entities;

(b) The State may instruct Affiliated Entities to withhold payment for any affected licenses or

Support until the Contractor cures the noncompliance or the parties agree on the corrective action the Contractor must take to cure the noncompliance; and/or

(c) The State may file a complaint for damages with a court of competent jurisdiction in Ohio.

The State may also terminate this Contract for its convenience with 30 days written notice to the Contractor. In any such event, each Affiliated Entity must pay for all accrued and unpaid charges for Software or Support. Termination of this Contract for convenience will not entitle the State or an Affiliated Entity to any refund of any License or Support Fees.

Upon termination of this Contract, all rights of the Affiliated Entities to order new Software cease and the Contractor may not fulfill any new orders for any Affiliated Entity under this Contract. All existing Schedules under this Contract will also terminate. However, any existing orders under this Contract in effect at the time of termination or expiration of this Contract will remain in effect under the terms of this Contract for the full term of the order, unless otherwise terminated by the Affiliated Entity. Additionally, no termination or expiration of this Contract will affect an Affiliated Entity’s right to receive Support for which the Affiliated Entity has paid before the expiration or termination, unless Contractor provides a refund for such Support.

Termination of this Contract for any reason will not extinguish any license or price-hold the State has acquired in any Software before the date of termination, except as provided in the next paragraph.

11.2 Termination of Schedules. An Affiliated Entity may terminate a Schedule or Support at any time for any or no reason. The Affiliated Entity will be liable for any License or Support Fees due but unpaid as of the termination date. Termination of a Schedule for convenience will not entitle the State or an Affiliated Entity to any refund of any License or Support Fees. If a termination of any Schedule or Support is for cause, the Contractor will issue a pro-rata refund to the Affiliated Entity of any prepaid but unused License or Support Fees.

If an Affiliated Entity materially defaults in the performance of any of its duties or obligations under this Contract, the Contractor must give such Affiliated Entity written notice of such default and a reasonable opportunity to cure the default, no less than 30 days. If the Affiliated Entity cures the default within the prescribed timeframe or is making good faith efforts to cure the default, the applicable Schedule and Support will remain in full force and effect. If an Affiliated Entity fails to cure the default, Contractor may terminate the affected license in any Software granted to the State under this Contract upon an additional 30 days written notice to the Affiliated Entity of the termination. Upon a termination for cause, the Affiliated Entity will remain responsible for any

Unicom Systems, Inc. Master Contract for Software Licensing MLA023061 Page 11 accrued by unpaid fees as of the termination date of the applicable Software. All Software licenses not affected by the Affiliated Entity’s breach will remain in place and unaffected by the termination.

Any such termination will be in addition to any other remedies the Contractor may have under this Contract for the Affiliated Entity’s breach.

12. Audits. The Contractor must keep all financial records related to this Contract in a manner consistent with

Generally Accepted Accounting Principles (GAAP) or equivalent accounting principles. Additionally, the Contractor must keep separate business records for this Contract, including records of disbursements and obligations incurred that must be supported by contracts, invoices, vouchers and other data as appropriate.

During the period covered by this Contract and until the expiration of three (3) years after final payment under this Contract, the Contractor agrees to provide the State, or any authorized representatives providing financial support to the work undertaken hereunder, with access to and the right to examine any books, documents, papers and records of the Contractor involving transactions related to this Contract.

The Contractor must, for each subcontract in excess of$25,000.00, require its subcontractors to agree to the same provisions of this Section. The Contractor may not artificially divide contracts with its subcontractors to avoid requiring subcontractors to agree to this provision. This provision does not apply to contracts where federal funds are used and the federal government requires audits of all subcontracts regardless of the amount of the contract.

The Contractor must provide access to the requested records at the location specified by the State no later than five (5) business days after the request by the State, the State’s designee or any party with audit rights.

If an audit reveals any material deviation from the Contract requirements, any misrepresentations, or overcharge to the State or any other provider of funds for the Contract, the State or other party will be entitled to recover damages as well as the cost of the audit.

13. Subcontracting. 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.

14. Data Handling and Security.

(a) Data Security and Privacy Terms. Contractor must comply with the Data Security and Privacy Terms attached to this Contract as Exhibit II.

(b) Handling of State Data. State Data is defined in the Data…