FULLY_SIGNED_RSC021317_Participating_Addendum.pdf

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PARTICIPATING ADDENDUM

Between

GOVCONNECTION INC.

And

THE STATE OF OHIO

(State of Ohio Contract #RSC021317) Relating to

SOURCEWELL CONTRACT #121923

For

IT-Related Hardware and Software

This Participating Addendum (the “Contract”) is made by and between the State of Ohio (the “State”), through the Department of Administrative Services, 4200 Surface Road, Columbus, Ohio 43228, and GovConnection Inc. (the “Contractor”), 732 Milford Road, Merrimack, New Hampshire, 03054. The State and the Contractor are collectively referred to as “Parties.”

WHEREAS, Sourcewell performed a competitive solicitation process on behalf of itself and its members nationwide resulting in awarded Contract #121923 to GovConnection Inc. (hereinafter referred to as “Consortium Contract”). The Consortium Contract is effective from March 11, 2024 through February 27, 2028 with the possibility of three additional one-year renewals at the discretion of Sourcewell and written agreement by GovConnection, Inc.; and

WHEREAS, Ohio Revised Code 125.02 authorizes the State to participate in cooperative purchasing agreements; and

WHEREAS, the State has joined Sourcewell as a member and determined that it is in its best interest to participate in the Consortium Contract.

NOW, THEREFORE, the Parties mutually agree as follows:

1. Contract Utilization: This Participating Addendum will add the State of Ohio as a participating state to Sourcewell Contract #121923 (Ohio contract # RSC021317) for use by State agencies and other entities located in the State authorized by Ohio law or regulation to utilize statewide contracts issued by the Department of Administrative Services, Office of Procurement.

2. Term and Termination: This Contract shall be effective upon signature of the Director of the Department of Administrative Services, or his or her designee, through the ending date of the Consortium Contract, unless sooner terminated as permitted under this Contract.

3. Primary Contacts and Notification: All notices, communication, requests and statements (the “Notice”) required or permitted hereunder shall be in writing. Any Notice shall be sent to the intended recipient at the following addresses:

A. State of Ohio

ATTN: Jeff Miller Address: 4200 Surface Road City, State, Zip: Columbus, Ohio 43228 E-mail: Jeff.Miller@das.ohio.gov Telephone: 614-644-9909

B. GovConnection, Inc.

ATTN: Cathy Sonne Address: 732 Milford Road, Merrimack

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City, State, Zip: New Hampshire, 03054 E-mail: cathy.sonne@connection.com Telephone: 513-669-6173

4. Standard Terms and Conditions: The State of Ohio Standard Terms and Conditions (revised

01/03/2024) apply to this Contract.

5. Participating Addendum Procurement Terms and Conditions

A. Individual Customer: Each State agency and local government that purchases services under this Contract will be treated as an individual customer with the same rights as any other purchaser under the Consortium Contract, and responsible for following the terms and conditions of this Contract and for their own charges, fees, and liabilities.

B. Entire Agreement: This Contract, which includes the Contractor’s catalog and all documents referred to and incorporated into this Contract, is the entire agreement between the parties with respect to its subject matter, and it supersedes any previous statements or agreements, whether oral or written.

C. Order of Priority: The following are the components of this Contract listed in the order of priority for resolving any conflicts: Contract Specific Terms and Conditions in Section 6; Participating Addendum Procurement Terms and Conditions in this Section 5; the Standard Terms and Conditions in Section 4; and finally, the Consortium Contract. Notwithstanding anything to the contrary, all pricing shall be governed solely by the terms of the Consortium Contract.

D. Pricelist: The Contractor's pricelist for the products and services that the Contractor may provide to the State under this Contract is in the catalog. For convenience, those products and services are called "Deliverables" in this Contract. Any custom materials resulting from the Contractor’s services also are called “Deliverables” in this Contract. The Contractor may not provide any other Deliverables under this Contract without a prior written amendment to this Contract that both the State and the Contractor have signed. Furthermore, the Contractor may not charge the State greater prices for these Deliverables than the prices in the catalog or in the Consortium Contract. If the catalog contains or incorporates by reference any terms or conditions other than a description of the scope of license for software, a description of the Contractor’s products and services, and the prices for those products and services, those terms or conditions are excluded from this Contract and are of no effect. Contractor’s catalog is incorporated into the Contract as if fully rewritten herein, excluding any terms or conditions mentioned above, and the most recent catalog can be found in OhioBuys.

For contracts leveraging a punchout catalog, Contractor is required to provide a catalog for all categories in the Supplier-Managed Catalog Template format and the link to its website that contains MSRP. This Supplier-Managed Catalog will be attached to the contract record and is incorporated into the Contract. In the event of a discrepancy between the punchout catalog and the Supplier-Managed Catalog the Supplier-Managed Catalog will prevail. Contractor must not modify the available items or pricing presented in their punchout catalog until an amendment to this Contract is requested, fully executed, and effective.

Except in the case of operating systems licensed in conjunction with desktop PCs, notebook computers and similar personal computing devices that the original equipment manufacturer does not distribute without an operating system, the Contractor will not sell or license any Microsoft software to the State. If any of the foregoing items are listed in the Contractor’s catalog, they are deleted for purposes of this Contract.

E. Price Adjustments: The State will be entitled to any price decreases that the Contractor offers under the Consortium Contract for any of its products and services during the term of this Contract. The Contractor must notify the State of any reduction in its Consortium Contract https://procure.ohio.gov/static/TCond/Standard_T_C_1-3-24.pdf

Rev 06042024 GovConnection, Inc. RSC021317 Page 3 of 10 pricing within 30 days of its occurrence and immediately reduce the price of the affected products or services to the State under this Contract. Price increase requests based on the Consortium Contract must be accompanied by documentation signifying approval of the price increase by the consortium.

F. Excluded Catalog Items: The Contractor understands and agrees that the following items are not permitted to be offered in this Contract or added to the pricelist unless prior written authorization is provided by the State and an amendment to this Contract is signed:

• Hosted Software

• Hosting outside of State of Ohio hardware

• Software as a Service (SaaS)

• Platform as a Services (PaaS)

• Infrastructure as a Service (laaS)

• Cloud Storage

• Cloud Products and Services

• Professional Services

• Microsoft software: All products and services

• Google: All products and services

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, information regarding taxpayer identification and payment addressing may be omitted, as may the distributor's W9 form. All other requirements and obligations for designating a dealer apply to designating a distributor.

G. Contractor Quarterly Sales Report: Contractor must report the quarterly dollar value (in U.S.

currency rounded to the nearest whole dollar) of the sales 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 all State agencies and Cooperative Purchasing Members for purchases under this Contract during the reporting period.

Contractor must submit the quarterly sales report to the State via the State’s Ordering System, and when Contractor will be submitting a payment, Contractor must also complete and submit the Quarterly Sales Report and Revenue Share Remittance Form (available at https://das.ohio.gov/revenueshareform) with Contractor’s Revenue Share payment. 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 sales 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 sales 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 Contractor should show zero sales in the closeout sales report.

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.

H. Revenue Share: The Contractor must pay to the State a share of the sales transacted under this Contract as a fee to the State to cover the estimated costs the State will incur in administering this Contract and the services offered under it (“Revenue Share”).

The Contractor must remit the Revenue Share in U.S. dollars within 30 days after the end of

Rev 06042024 GovConnection, Inc. RSC021317 Page 4 of 10 the quarterly reporting period. The Revenue Share that the Contractor must pay under this Contract equals ¾ of 1% of the total quarterly sales reported. The Revenue Share must be included in the prices reflected in any order and reflected in the total amount charged to an Ordering Agency, and the Contractor may not add a surcharge to orders under this Contract to cover the cost of the Revenue Share.

The Contractor must remit any amount due as the result of a quarterly or closeout sales report at the time the quarterly or closeout sales report is submitted to the Department of Administrative Services, Office of State Purchasing. To ensure the payment is credited properly, the Contractor must identify the payment as a “State of Ohio Revenue Share” and include this Contract number, total report amount, and reporting period covered.

Contractor will pay the Revenue Share by check remittance, both normal and overnight, credit card payment via the State’s epayment portal, or ACH payment, if approved by the State, using the instructions below

Check remittance:

Follow the remittance instructions on the required Quarterly Sales Report and Revenue Share Remittance Form at the following link, https://das.ohio.gov/revenueshareform.

Credit Card Payments:

To pay by credit card, use the following link, https://epay.das.ohio.gov/Payment, select “Revenue Share” as the payment type and follow the on-screen prompts.

ACH Payments:

If this payment method is approved by the State, the State will provide payment instructions to Contractor.

If the full amount of the Revenue Share is not paid within 30 days after the end of the applicable reporting period, the non-payment will constitute a contract debt to the State. The State may setoff any unpaid Revenue Share from any amount owed to the Contractor under this Contract and employ all other remedies available to it under Ohio law for the non-payment of the Revenue Share. Additionally, if the Contractor fails to pay the Revenue Share in a timely manner, the failure will be a breach of this Contract, and the State may terminate this Contract for cause as set forth herein and seek damages for the breach.

I. Continuing Obligations: Any terms, conditions, representations, or warranties contained in this

Contract that must survive termination or expiration of this Contract to be fully effective will survive the termination or expiration of the Contract. Additionally, termination or expiration of this Contract will not affect the State’s right to continue to use any Deliverable for which it has paid, including licensed material. And no termination or expiration of the Contract will affect the State’s right to receive maintenance, warranty work, or other services for which the State has paid.

J. Cooperative Purchasing Contract: This Contract may be utilized by Cooperative Purchasing

Members. “Cooperative Purchasing Members” or “Co-op Members” are entities that qualify for participation in the State’s cooperative purchasing program under Section 125.04 of the Ohio Revised Code (“OR.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 of the ORC, 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, private fire companies, https://das.ohio.gov/revenueshareform https://epay.das.ohio.gov/Payment

Rev 06042024 GovConnection, Inc. RSC021317 Page 5 of 10 private, nonprofit emergency medical service organizations, and chartered nonpublic schools.

If a purchase is made from this Contract by an entity that is not properly registered with the State’s Cooperative Purchasing Program, it may be a violation of law, may be contrary to the entity’s competitive bidding requirements, and will be a breach of this Contract by the Contractor. If a Cooperative Purchasing Member relies upon this Contract to issue a purchase order or other ordering document, the Cooperative Purchasing Member “steps into the shoes” of the State under this Contract. The Cooperative Purchasing Member’s order and this Contract are between the Contractor and the Cooperative Purchasing Member. The Contractor must look solely to the Cooperative Purchasing Member for performance, including payment. The Contractor agrees to hold the state of Ohio harmless with regard to Cooperative Purchasing Member’s orders and Cooperative Purchasing Member’s performance. DAS may cancel this Contract and may seek remedies if the Contractor fails to honor its obligations under an order from a Cooperative Purchasing Member.

6. Contract Specific Terms and Conditions

A. Dealers and Distributors: 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 the name, principal business address, addresses for purchase orders and for payments, telephone number, and federal tax identification number for each dealer. The Contractor also must submit a completed W9 form for each dealer it wishes to name under this section. The Contractor's submission must be on its official letterhead, signed by an authorized representative, and addressed to the Department of Administrative Services, Office of Procurement Services. In doing so, the Contractor warrants that:

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

2. The dealer's agreement as noted in subparagraph (a) above is for the benefit of the State as well as the Contractor.

3. The Contractor will remain liable under this Contract for the services of any dealer and will remedy any breach of the dealer under this Contract.

4. 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.

5. 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, information regarding taxpayer identification and payment addressing may be omitted, as may the distributor's W9 form. All other requirements and obligations for designating a dealer apply to designating a distributor.

B. Listed below are the approved Dealers.

Dealer Name Dealer ID EOD Status

NONE

C. IRS 1075 Requirements: In order to protect the State from the risk of loss, breach, or misuse of Federal Tax Information (“FTI”) held by government agencies, the Internal Revenue Service issued Publication 1075 which includes specific language to include in any State contract in which FTI may be disclosed.

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I. PERFORMANCE

In performance of this contract, the contractor agrees to comply with and assume responsibility for compliance by officers or employees with the following requirements:

(1) All work will be performed under the supervision of the contractor.

(2) The contractor and contractor’s officers or employees to be authorized access to FTI must meet background check requirements defined in IRS Publication 1075. The contractor will maintain a list of officers or employees authorized access to FTI. Such list will be provided to the agency and, upon request, to the IRS.

(3) FTI in hardcopy or electronic format shall be used only for the purpose of carrying out the provisions of this contract. FTI in any format shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract. Inspection or disclosure of FTI to anyone other than the contractor or the contractor’s officers or employees authorized is prohibited.

(4) FTI will be accounted for upon receipt and properly stored before, during, and after processing. In addition, any related output and products require the same level of protection as required for the source material.

(5) The contractor will certify that FTI processed during the performance of this contract will be completely purged from all physical and electronic data storage with no output to be retained by the contractor at the time the work is completed. If immediate purging of physical and electronic data storage is not possible, the contractor will certify that any FTI in physical or electronic storage will remain safeguarded to prevent unauthorized disclosures.

(6) Any spoilage or any intermediate hard copy printout that may result during the processing of FTI will be given to the agency. When this is not possible, the contractor will be responsible for the destruction of the spoilage or any intermediate hard copy printouts and will provide the agency with a statement containing the date of destruction, description of material destroyed, and the destruction method.

(7) All computer systems receiving, processing, storing, or transmitting FTI must meet the requirements in IRS Publication 1075. To meet functional and assurance requirements, the security features of the environment must provide for the managerial, operational, and technical controls. All security features must be available and activated to protect against unauthorized use of and access to FTI.

(8) No work involving FTI furnished under this contract will be subcontracted without the prior written approval of the IRS.

(9) Contractor will ensure that the terms of FTI safeguards described herein are included, without modification, in any approved subcontract for work involving FTI.

(10) To the extent the terms, provisions, duties, requirements, and obligations of this contract apply to performing services with FTI, the contractor shall assume toward the subcontractor all obligations, duties and responsibilities that the agency under this contract assumes toward the contractor, and the subcontractor shall assume toward the contractor all the same obligations, duties and responsibilities which the contractor assumes toward the agency under this contract.

(11) In addition to the subcontractor’s obligations and duties under an approved subcontract, the terms and conditions of this contract apply to the subcontractor, and the subcontractor

Rev 06042024 GovConnection, Inc. RSC021317 Page 7 of 10 is bound and obligated to the contractor hereunder by the same terms and conditions by which the contractor is bound and obligated to the agency under this contract.

(12) For purposes of this contract, the term “contractor” includes any officer or employee of the contractor with access to or who uses FTI, and the term “subcontractor” includes any officer or employee of the subcontractor with access to or who uses FTI.

(13) The agency will have the right to void the contract if the contractor fails to meet the terms of FTI safeguards described herein.

(14) Audit and accountability policies and procedures must be developed, documented, disseminated, and updated as necessary to facilitate implementing audit and accountability security controls of contractor systems receiving, processing, storing or transmitting FTI.

a. To support the audit of activities, all agencies must ensure that audit information is archived for seven years.

b. The information system must protect audit information and audit tools from unauthorized access, modification, and deletion.

(15) IRS Publication 1075 compliance is mandatory. The aforementioned compliance items are a small selection of key elements contained within the requirements defined in IRS publication 1075. Contractor shall comply with all requirements of IRS Publication 1075 in its performance under the contract. The parties may agree via amendment to the contract to impose additional and more stringent requirements as deemed necessary to protect FTI.

II. CRIMINAL/CIVIL SANCTIONS

(1) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that FTI disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any FTI for a purpose not authorized herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or imprisonment for as long as 5 years, or both, together with the costs of prosecution.

(2) Each officer or employee of a contractor to whom FTI is or may be accessible shall be notified in writing that FTI accessible to such officer or employee may be accessed only for a purpose and to the extent authorized herein, and that access/inspection of FTI without an official need-to-know for a purpose not authorized herein constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or both, together with the costs of prosecution.

(3) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that any such unauthorized access, inspection or disclosure of FTI may also result in an award of civil damages against the officer or employee in an amount equal to the sum of the greater of $1,000 for each unauthorized access, inspection, or disclosure, or the sum of actual damages sustained as a result of such unauthorized access, inspection, or disclosure, plus in the case of a willful unauthorized access, inspection, or disclosure or an unauthorized access/inspection or disclosure which is the result of gross negligence, punitive damages, plus the cost of the action. These penalties are prescribed by IRC sections 7213, 7213A and 7431 and set forth at 26 CFR 301.6103(n)-1.

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(4) Additionally, it is incumbent upon the contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a.

Specifically, 5 U.S.C. 552a(i)(1), which is made applicable to contractors by 5 U.S.C.

552a(m)(1), provides that any officer or employee of a contractor, who by virtue of his/her employment or official position, has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is so prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

(5) Granting a contractor access to FTI must be preceded by certifying that each officer or employee understands the agency’s security policy and procedures for safeguarding FTI.

A contractor and each officer or employee must maintain their authorization to access FTI through annual recertification of their understanding of the agency’s security policy and procedures for safeguarding FTI. The initial certification and recertifications must be documented and placed in the agency's files for review. As part of the certification and at least annually afterwards, a contractor and each officer or employee must be advised of the provisions of IRC sections 7213, 7213A, and 7431 (see Exhibit 4, Sanctions for Unauthorized Disclosure, and Exhibit 5, Civil Damages for Unauthorized Disclosure). The training on the agency’s security policy and procedures provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches. (See Section 10) For the initial certification and the annual recertifications, the contractor and each officer or employee must sign, either with ink or electronic signature, a confidentiality statement certifying their understanding of the security requirements.

III. INSPECTION

The IRS and the Agency, with 24-hour notice, shall have the right to send its inspectors into the offices and plants of the contractor to inspect facilities and operations performing any work with FTI under this contract for compliance with requirements defined in IRS Publication 1075.

The IRS’ right of inspection shall include the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT) assets that access, store, process or transmit FTI. Based on the inspection, corrective actions may be required in cases where the contractor is found to be noncompliant with FTI safeguard requirements.

D. Additional Insurance Requirements:

Cyber Liability: 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.

E. Third-Party Agreements: When any supply, service, or software acquired under this Contract is subject to any third party agreement or other terms not specifically agreed upon in writing by the State (i.e. an end user license agreement, terms of service or sale, etc.) (a “third party

Rev 06042024 GovConnection, Inc. RSC021317 Page 9 of 10 agreement”) that includes any language, provision, or clause contrary to Ohio law to which the State or any ordering agency cannot agree, Contractor is responsible for those third-party agreements accordingly. In addition, the following applies with respect to any third-party agreement:

1. Any such language, provision, or clause contrary to Ohio law in a third-party agreement is unenforceable against the State or ordering agency;

2. The State, ordering agency, or any end user will not be deemed to have agreed to such clause by virtue of it appearing in the third-party agreement; and

3. Any such language, provision, or clause is deemed stricken from the third-party agreement.

F. Commercial Material: As used in this section, "Commercial Material" means anything that the Contractor or a third party has developed at private expense and that is commercially available in the marketplace, subject to intellectual property rights, and readily copied through duplication on magnetic media, paper, or other media. Examples include the written reports, books, pictures, videos, movies, computer programs, computer source code, and documentation.

Any Commercial Material that the Contractor intends to deliver as a Deliverable must have the scope of the license granted in such material disclosed in the catalog associated with this Contract, if that scope of license is different than the scope of license contained in this section for Commercial Materials.

Except for Commercial Material that is software ("Commercial Software"), if the Commercial Material is copyrighted and published material, then the State will have the rights permitted under the federal copyright laws for each copy of the Commercial Material delivered to it by the Contractor.

Except for Commercial Software, if the Commercial Material is patented, then the State will have the rights permitted under the federal patent laws for each copy of the Commercial Material delivered to it by the Contractor.

Except for Commercial Software, if the Commercial Material consists of trade secrets, then the State will treat the material as confidential. In this regard, the State will assume all obligations with respect to the Commercial Material that the Contractor assumes under the Confidentiality section of this Contract with respect to the State’s Confidential Information. Otherwise, the State will have the same rights and duties permitted under the federal copyright laws for each copy of the Commercial Material delivered to it by the Contractor, whether or not the material is copyrighted when delivered to the State.

For Commercial Software, the State will have the perpetual rights in items (a) through (h) of this section with respect to the software. The State will not use any Commercial Software except as provided in items (a) through (h) of this section or as expressly stated otherwise in this Contract. The Commercial Software may be:

1. Used or copied for use in or with the computer or computers for which it was acquired, including use at any State installation to which such computer or computers may be transferred.

2. Used or copied for use in or with a backup computer for disaster recovery and disaster recovery testing purposes or if any computer for which it was acquired is inoperative.

3. Reproduced for safekeeping (archives) or backup purposes.

4. Modified, adapted, or combined with other computer software, but the modified, combined, or adapted portions of the derivative software incorporating any of the Commercial Software will be subject to same restrictions set forth in this Contract.

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5. Disclosed to and reproduced for use on behalf of the State by support service contractors or their subcontractors, subject to the same restrictions set forth in this Contract.

6. Used or copied for use in or transferred to a replacement computer.

7. However, if the Commercial Software delivered under this Contract is published and copyrighted, it is licensed to the State without disclosure prohibitions.

8. However, if any Commercial Software is delivered under this Contract with the copyright notice in 17 U.S.C. 401, it will be presumed to be published, copyrighted, and licensed to the State without disclosure restrictions, unless a statement substantially as follows accompanies such copyright notice: "Unpublished rights reserved under the copyright laws of the United States.'' The State will treat such Commercial Software as Confidential Information to the extent that such is actually the case.

In the case of any other scope of license (e.g., MIPs, tier, concurrent users, enterprise, site, or otherwise), the foregoing will apply except as expressly modified by the applicable license description, which must be incorporated as part of Catalog. If the Contractor provides greater license rights in an item included in Catalog to its general customer base for the Software's list price, those additional license rights also will be provided to the State without additional cost or obligation. No license description may reduce the rights in items (a) through (h) above; it may only define the extent of use, if the use is other than a CPU license.

The State will treat any Commercial Software as Confidential Information, in accordance with the requirements of the Confidential Information section of this Contract.

IN WITNESS WHEREOF, the Parties have executed this Contract as of the dates below.

Participating Entity:

STATE OF OHIO, DEPARTMENT OF

ADMINISTRATIVE SERVICES

Contractor:

GOVCONNECTION, INC.

Authorized Signature: Authorized Signature:

Name:

Kathleen C. Madden

Name:

Title:

Director

Title:

Date: Date:

VP SLED Inside Sales

Bob Marconi

8/6/2024