ITT72 Radio Backhaul NSRC - Comcast EPL to ENS final 5-22-26 .docx

STATEMENT OF WORK

BETWEEN

THE MASSACHUSETTS STATE 911 DEPARTMENT

AND

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC

FOR THE

NORTH SHORE ETHERNET NETWORK SERVICE (ENS) CIRCUIT PROJECT

1. INTRODUCTION

The following document will serve as a Statement of Work (SOW) between the State 911 Department (Department) of the Executive Office of Public Safety and Comcast Cable Communications Management, LLC (Comcast) to apply to work on the North Shore ENS Circuit Project. The entire agreement (Agreement) between the parties consists of the following documents in the following order of precedence: (1) the Commonwealth Terms and Conditions for Information Technology; (2) the Commonwealth’s Standard Contract Form; (3) Request for Response (RFR) ITT72 (4) Comcast’s accepted response thereto; (5) the Request for Quotes (RFQ) for the North Shore ENS Circuit Project; and (6) Comcast’s accepted response thereto as amended by this SOW.

This order is placed under Statewide Contract ITT72 category 4. The Commonwealth and Comcast agree that any language contained or referenced in Comcast’s response to this request for quote which conflicts with, or has the effect of deleting, replacing, or modifying any term of the ITT72 RFR (COMMBUYS Bid# BD-20-1080-OSD03-SRC01-47537) shall be interpreted as superseded by the language of the ITT72 RFR unless specifically agreed to by OSD in writing. Language contained in Comcast’s response documents or documents which require customer acceptance, such as click-through agreements, which imposes any obligation on customers beyond those contained in the ITT72 RFR is rejected unless specifically agreed to by OSD in writing.

2. DEFINITIONS

The terms used in this SOW, unless defined in this SOW or in an amendment made hereto, shall have the meaning ascribed to them in the other documents that constitute the Agreement between the parties.

“Deliverable” means any work product that Comcast delivers for the purposes of fulfilling its obligations to the Department under the terms of the Agreement, including work product that Comcast must submit to the Department for the Department’s approval in accordance with the formal acceptance procedures set forth within the SOW or the Task Order(s) entered into hereunder.

“Milestone Payment” means a defined payment amount associated with the completion of a particular Deliverable or set of Deliverables.

“Task” means a material activity engaged in by Comcast for the purpose of fulfilling its obligations to the Department under the terms of the Agreement, which may or may not result in the creation of a Deliverable.

“Task Order” means an amendment to this SOW that specifies Tasks, Deliverables, or hourly rate services to be completed by Comcast under the terms of this Agreement.

3. OVERVIEW, SCOPE, EFFECTIVE DATE AND TERM

3.1 Overview

The Department operates a regional emergency communications center (RECC) located in Middleton, Massachusetts, which provides services to the cities\towns of Essex, Middleton, Topsfield, Wenham, Amesbury, Manchester by the Sea, Rowley, North Reading, Groveland, Hamilton and Boxford. This North Shore Regional 9-1-1 Center (NSRC) operates 24 hours per day, 365(6) days per year.

The Department seeks to migrate a collection of existing EPL circuits at locations identified below to ENS circuits. There are additional locations, identified below, which currently have no circuits and require the installation of ENS circuits. Upon completion of the project, the NSRC and towns it serves will have a mesh fiber backhaul system capable of supporting its radio infrastructure at these designated radio sites All Terms and Conditions of ITT72 category 4 are incorporated herein.

3.2 Scope

Through the Statewide ITT72 Contract category 4 Data Services & Broadband, the Department seeks the following services. Comcast is advised that the service levels described herein may be more stringent than SLAs currently noted on the ITT72 contract. In submitting a quote for service under this RFQ, Comcast agrees to provide the additional SLAs described below.

MINIMUM SERVICE LEVELS

LEGEND FOR DIVERSITY REQUIREMENTS

REQUIRED CONNECTIONS

The table below identifies each site, and the connections required. Each “circuit” will require its own Ciena demarcation point. Connection types are made at the discretion of the vendor (e.g., point-to-point, multipoint-to-point, or multipoint-to-multipoint.

Gloucester FD

1 - Remove existing EPL circuit from 27 South Hunt Road and install ENS circuit at 14 South Hunt Road 2 – Remove existing EPL circuit from 33 Billy Graham Way and install ENS circuit at 30 Billy Graham Way 3 - Decommission existing EPL circuit at 140 Main Street in Wenham and install ENS circuit at 265 Bay Road in Hamilton 4 – Remove existing EPL circuit from one Gordon College building and install ENS circuit at different building on same campus.

Vendors are further advised that all employees of the selected vendor providing services to the Department may be required to authorize a CORI background check prior to the provision of services. The Department will conduct the CORI check. The Department will advise Comcast if a CORI background check is required. Comcast shall provide authorizations from its employees within one (1) business day of receipt of request. The Department will advise Comcast if the employee is acceptable. Comcast is further advised that failure to adhere to this requirement may result in the denial of access to the site. The Department shall not be responsible for any costs incurred by Comcast where Comcast failed to secure clearance for its employees.

Comcast is advised that access to the sites listed in the scope is restricted. Comcast employees must provide valid identification for admittance. Employees should be dressed in a manner that visually identifies them as an employee of Comcast. After award, Comcast shall be required to provide a minimum of twenty-four (24) hour advance notice for all non-emergency repairs/maintenance to gain access to this site. The Department shall not be responsible for any costs incurred by Comcast where it failed to provide the minimally required notification and access to the site was denied.

3.3 Effective Date and Term

This Agreement’s term (the Term) begins on the date on that it is executed by both parties (the Effective Date) and shall terminate at 11:59 p.m. on December 31, 2027 (Termination Date). Notwithstanding the foregoing, Sections 5.1 and 5.2 of System Security, Section 11.2 Warranty, and Section 11.3, Title and Intellectual Property Rights shall survive the termination of the remainder of this SOW.

4. POINTS OF CONTACT

4.1 Single Point of Contact

Comcast and the Department will each assign a single point of contact with respect to this SOW. It is anticipated that the contact person will not change during the Term of this Agreement. In the event that a change is necessary, the party requesting the change will provide prompt written notice to the other. In the event a change occurs because of a non-emergency, two-week written notice is required. For a change resulting from an emergency, prompt notice is required.

The Department’s contact is Christopher Ryan, Deputy Director of the North Shore Regional 911 Center who can be reached at the North Shore Regional 911 Center, 18 Manning Ave., Middleton, MA 01949; phone - 978-801-4914; email – christopher.m.ryan@mass.gov.

4.2. Subcontractors

Comcast shall take full responsibility for project management. Comcast shall submit all subcontracts related to work to be performed hereunder for approval by the Department within two weeks of the Execution Date of this SOW and within two weeks for any Task Order issued hereunder which entails work by Comcast’s subcontractors. Comcast shall ensure that its subcontractor(s) that perform work efforts under this SOW shall comply with all terms of the Agreement.

Comcast will act as prime contractor to Comcast’s subcontractor(s) and be responsible for the performance of subcontractor. Comcast must submit for approval, be responsible for, and pass on all covenants, and warranties, etc. to subcontractor.

5. SYSTEM SECURITY

As part of its work efforts under this SOW, Comcast may be required to use Commonwealth data and IT resources. For purposes of this work effort, “Commonwealth Data” shall mean data provided by the Department to Comcast, which may physically reside at a Commonwealth or Department or Comcast’s location.

5.1 Commonwealth Data

In connection with Commonwealth Data, Comcast will implement commercially reasonable safeguards necessary to:

5.1.1 Prevent unauthorized access to Commonwealth Data from any public or private network;

5.1.2 Prevent unauthorized physical access to any information technology resources involved in the development effort; and

5.1.3 Prevent interception and manipulation of Commonwealth Data during transmission to and from any servers.

5.2 Commonwealth Personal Data

In addition to the above requirements for Commonwealth Data, Comcast may be required to use the following Commonwealth personal data under MGL ch. 66A and/or personal information under MGL ch. 93H, or to work on or with information technology systems that contain such data in order to fulfill part of its specified tasks. For purposes of this work effort, electronic personal data and personal information includes data provided by the Department to Comcast which may physically reside at a location owned and/or controlled by the Commonwealth or the Department or Comcast. In connection with electronic personal data and personal information, Comcast shall implement the maximum feasible safeguards reasonably needed to:

5.2.1 Ensure the security, confidentiality and integrity of electronic personal data and personal information;

5.2.2 Prevent unauthorized access to electronic personal data or personal information or any other Commonwealth Data from any public or private network;

5.2.3 Notify the Department immediately if any breach of such system or of the security, confidentiality, or integrity of electronic personal data or personal information occurs.

6. ACCEPTANCE OR REJECTION PROCESS

Comcast will submit the required Deliverables specified in this SOW, or any Task Order entered into hereunder, to the Department’s Project Manager for approval and acceptance. The Department will review work product for each of the Deliverables and evaluate whether each Deliverable has clearly met in all material respects the criteria established in this Agreement and the relevant Task Order specifications. Once reviewed and favorably evaluated, the Deliverables will be deemed acceptable.

Within ten (10) working days of receipt of each Deliverable, the Department’s Project Manager will notify Comcast, in writing, of the acceptance or rejection of said Deliverable using the acceptance criteria specified in this Section and associated with the Task or Deliverable specifications in this Agreement. A form signed by the Department shall indicate acceptance. Comcast shall acknowledge receipt of acceptance forms in writing. Any rejection will include a written description of the defects of the Deliverable. If the Department does not respond to the submission of the Deliverable, within five (5) working days of the Department’s receipt of each Deliverable, Comcast shall provide a reminder notice to the Department’s Project Manager. If the Department fails to reject a Deliverable within five (5) business days after the Department’s receipt of the reminder notice, the Task or Deliverable is deemed accepted.

If the Department rejects a Deliverable, Comcast will, upon receipt of such rejection, act diligently to correct the specified defects and deliver an updated version of the Deliverable to the Commonwealth. The Department will then have an additional 5 (five) business days from receipt of the updated Deliverable to notify Comcast, in writing, of the acceptance or rejection of the updated Deliverable. Any such rejections will include a description of the way in which the updated Deliverable fails to correct the previously reported deficiency.

Following any acceptance of a Deliverable which requires additional work to be entirely compliant with the pertinent specifications, and until the next delivery, Comcast will use reasonable efforts to provide a prompt correction or workaround.

7. PROJECT MANAGEMENT - Project Managers

Comcast and the Department must notify the other party’s Project Manager of any change in the name, address, phone number, fax number, or email address of their respective Project Manager.

7.1 State 911 Department Project Manager

Christopher M. Ryan, ENP, Deputy Director of the North Shore Regional 911 Center shall perform project management on behalf of the Department for this engagement. The Department’s Project Manager will:

7.1.3 Review weekly status reports and schedule weekly meetings with Comcast, as necessary.

7.1.4 Coordinate participation from other agencies and/or vendors as required during the engagement.

7.1.5 Acquire the Department’s project team members as needed.

7.1.6 Coordinate the Department’s review of the Deliverables and sign an acceptance form to signify acceptance for each accepted Deliverable.

The Department’s Project Manager reports to Alyson Dell Isola, Director of PSAP Operations - North who reports to Norman Fournier, Deputy Executive Director of the State 911 Department, who reports to Frank Pozniak, Executive Director of the State 911 Department. Frank Pozniak, Executive Director of the State 911 Department will sign this SOW and all amendments hereto on behalf of the Department.

7.2 Comcast Project Manager

Upon award by the Department, Comcast shall appoint an employee who shall perform project management on behalf of Comcast for this engagement. Comcast’s Project Manager will:

7.2.1 Be responsible for administering this Agreement and the managing of the day-to-day operations under this Agreement.

7.2.2 Serve as an interface between the Department’s Project Manager and all of Comcast’s personnel participating in this engagement.

7.2.3 Develop and maintain the Project Management Plan, in consultation with the Department’s Project Manager.

7.2.4 Facilitate regular communication with the Department’s Project Manager, including weekly status reports/updates, and review the project performance against the project plan. Facilitate weekly project status meetings for the duration of the engagement.

7.2.5 Update the project plan on a weekly basis and distribute at weekly meetings for the duration of the engagement.

7.2.6 Sign acceptance forms to acknowledge their receipt from the Department.

7.2.7 Be responsible for the management and deployment of Comcast’s personnel.

7.3 Issue Resolution

The Project Managers from each organization bear the primary responsibility for ensuring issue resolution. If they mutually agree that they are unable to resolve an issue, they are responsible for escalating the issue to Frank Pozniak, Executive Director of the State 911 Department and his counterpart at Comcast.

8. Amendments to the Scope of Work

This Agreement may be amended prior to the end of the Term. The Project Manager who would like to request a change in scope for this engagement or any other terms contained within the Agreement, will provide the suggested amendment in writing to the other party’s Project Manager. The Project Managers will jointly determine whether the change impacts any terms contained within the Agreement. The parties may mutually agree to the change through a written amendment to this SOW.

For any amendment entered into under this Agreement where Comcast will be providing services on a Time and Materials basis, the parties shall apply the Time and Materials terms as described in Section 12 of this SOW to the relevant Task Order.

9. Personnel

9.1 Key Personnel

Upon the award of this contract, Comcast shall provide a list of key personnel as well as provide detail on the role and amounts of time for the duration of this project:

TABLE 1

KEY PERSONNEL

Comcast shall assign all of the foregoing personnel to this engagement on the time basis set forth in Table 1. In the event that a change is necessary, Comcast’s Project Manager will provide prompt written notice to the Department’s Project Manager of the proposed change. If the personnel change is a result of a non-emergency, Comcast’s Project Manager shall provide the Department’s Project Manager two-week written notice. For personnel changes that result from an emergency, Comcast’s Project Manager shall provide prompt written notice to the Department’s Project Manager. The Department’s Project Manager has the right to accept or reject all personnel. Comcast’s personnel must comply with the Executive Office of Technology Services and Security (EOTSS) relevant Policies, Standards and Guidance, which may be located at https://www.mass.gov/handbook/enterprise-information-security-policies-and-standards and the Department’s workplace policies. Applicable policies will be provided to Comcast, as necessary.

9.2 Equipment, Work Space, Office Supplies

The Department will provide appropriate workspace and standard network connectivity provided to state employees for Comcast’s team members working on-site for activities defined by this SOW or in the relevant Task Order. Comcast will submit a list of employees who will need access to the building and to state systems before execution of this SOW. Any employees of Comcast who have access to IT resources must comply with the “Acceptable Use Policy” (see www.mass.gov/itd).

Comcast is advised that access to the noted sites is restricted. After award, Comcast shall be required to provide a minimum of twenty-four (24) hour advance notice in order to gain access to a site. The Department shall not be responsible for any costs incurred by Comcast where Comcast failed to provide the minimally required notification and access to the site was denied.

9.3 Intellectual Property and Work Effort Agreement for Comcast’s Employees, Contractors and Consultants and Agents

Comcast shall ensure that each of Comcast’s personnel providing services under this SOW, regardless of whether the individual is an employee, contractor, or agent of Comcast, shall, prior to rendering any services under this SOW, sign the “Intellectual Property and Work Effort Agreement for Vendor’s Employees, Contractors, Consultants, and Agents” (the “IPAWE Agreement”) which is attached hereto as Exhibit A. If Comcast’s personnel who will be rendering services under this SOW have already executed an agreement that, in the opinion of the Department’s counsel, provides legal protection to the Commonwealth as strong as that provided by the IPAWE Agreement, Comcast may substitute such agreement in place of the IPAWE Agreement for such personnel. Comcast shall return the signed copies of the IPAWE Agreement, or the Department’s Project Manager’s pre-approved substitute agreement, to the Department’s Project Manager prior to the rendering of any services under this SOW.

10. ADDITIONAL TERMS

10.1 Warranty

Consistent with the ITT72 RFR, Comcast represents and warrants to the Department that:

10.1.1 Comcast and its subcontractors are sufficiently staffed and equipped to fulfill Comcast’s obligations under this Agreement;

10.1.2 Comcast’s services will be performed:

10.1.3 Deliverables delivered under this Agreement will substantially conform with the Tasks and Deliverable descriptions set forth in this Agreement.

10.1.4 All media on which Comcast provides any software under this Agreement shall be free from defects.

10.1.5 All software delivered by Comcast under this Agreement shall be free of Trojan horses, back doors, and other malicious code.

10.1.6 Comcast has obtained all rights, grants, assignments, conveyances, licenses, permissions and authorizations necessary or incidental to any materials owned by third parties supplied or specified by Comcast for incorporation in the Deliverables to be developed.

10.1.7 Documentation provided by Comcast under this Agreement shall be in sufficient detail so as to allow suitably skilled, trained, and educated Department personnel to understand the operation of the Deliverables. Comcast shall promptly, at no additional cost to the Department, make corrections to any documentation that does not conform to this warranty.

10.1.8 Any systems created or modified by Comcast under this SOW shall operate in substantial conformance with the specifications for the system or modifications for a minimum of three months (the Warranty Period) after the Department accepts such system or modifications pursuant to Section 6 of this SOW. During the Warranty Period, Comcast shall correct any Severity Level I, II or III defects, as defined in the RFR for ITT72, at no charge to the Department.

10.2 Special Construction Charges related to ITT72 services

Comcast shall identify any and all Special construction, Engineering, and Extension charges that requires site survey. Such charges shall be identified on this Statement of Work (SOW). These costs, if accepted by the Department, will be identified on the Purchase Order (PO) issued under this SOW.

11. COMCAST TASKS AND DELIVERABLES

This Section describes the Deliverables that Comcast will provide to the Department and the Tasks that Comcast will complete by the end of the engagement described in this SOW. A Task or Deliverable will be considered “complete” when all the acceptance criteria set forth in this SOW have been met or the prescribed review period for each Deliverable or Task has expired without written response from the Department. The Task/Deliverable numbers are referred to in subsequent sections throughout this SOW.

All written documents shall be delivered in machine-readable format, capable of being completely and accurately reproduced by computer software on a laser printer. All itemized and/or annotated lists shall be delivered in computer spreadsheets, capable of being imported to Microsoft Excel. All meetings shall be held at the North Shore Regional 911 Center at 18 Manning Avenue, Middleton, MA 01949 unless agreed to otherwise by the Project Managers. Meetings must be scheduled at least three full business days in advance, with reasonable accommodation of attendees’ schedules. All meeting results will be described in a follow-up report generated by Comcast’s Project Manager and approved by the Department’s Project Manager.

11.1 Fixed Price Tasks and Deliverables:

For the Fixed Price Tasks and Deliverables of this Agreement, Comcast shall perform Tasks or deliver Deliverables in conformance with the Description and Metrics of Acceptance on or before Milestone Schedule date set forth in Table 2.

TABLE 2

Deliverables and Tasks

11.2 Time and Materials Personnel

Comcast agrees to provide the following Named Resource on a Time and Materials basis and as described in any relevant Task Order entered into hereunder:

TABLE 3

Time and Materials Resources

11.3 Payment Terms

All payments under this Agreement shall be made in accordance with the Commonwealth's bill paying policy.

11.3.1 Fixed Price Payments for Tasks and Deliverables

A Deliverable or Task will be considered “completed” when the Department has determined that the acceptance criteria for that specific Deliverable or Task has been met as specified in Table 4 of this SOW or the relevant Task Order, and elsewhere in this Agreement. Comcast agrees to invoice the Commonwealth for the Deliverables or work completed per the requirements set forth in this SOW and the relevant Task Order. The Department will make payments to Comcast only after receiving an accurate invoice for Tasks and Deliverables completed and accepted pursuant to Section 6 of this SOW. Payments for specific Tasks and Deliverables shall be made in accordance with Table 4 below.

TABLE 4

Fixed Price Deliverables and Tasks

(Non-Recurring Charges) Monthly Recurring Cost

11.3.2 Time and Materials Payments

For the Time and Materials Services provided in any Task Order entered hereunder, Comcast shall complete the work described in the relevant Task Order and as scheduled through weekly planning meetings. Comcast will submit weekly reports to the Department’s Project Manager detailing the hours actually worked by the Named Resource performing Time and Materials work and described herein or in the relevant Task Order. The weekly reporting must show actual resource hours worked against assigned tasks. Comcast will also report weekly to the Department’s Project Manager its expected work effort the forthcoming week, showing the Named Resource’s expected level of effort. The Named Resource will be authorized for work without the prior review and authorization by the Department’s Project Manager.

Comcast shall provide a bi-weekly invoice to the Department’s Project Manager for the actual hours worked per week of the Named Resource identified in Table 3. No invoice will exceed 37.5 hours per week per resource, and the total payments under this SOW or the relevant Task Order will not exceed the authorized hours or the total authorized amount as identified in the relevant Task Order. The Department’s Project Manager will review and approve these invoices based on satisfactory work performance by the Named Resource. The Department’s Project Manager may terminate use of the Named Resource by providing ten (10) days written notice to Comcast’s Project Manager. If termination is “For Cause”, or for a violation of a term of this Agreement, the Department may terminate use of the Named Resource effective immediately by providing written notice to Comcast’s Project Manager.

12. QUOTE SUBMISSION

This RFQ does not commit the Department or the Commonwealth of Massachusetts (Commonwealth) to execute a purchase order, to pay any costs incurred in the preparation of a response to this RFQ or to procure or contract for goods or services. The Department reserves the right to accept or reject any and all proposals received as a result of this RFQ and to contract for some, all or none of the goods and/or services as a result of this RFQ.

Please note construction costs are not an eligible expense under ITT72. Comcast shall note on the pricing table if construction costs are applicable for the site for which it is submitting a response.

Proposals shall provide a detailed breakdown of all costs, non-recurring and recurring, for all sites for which Comcast is submitting a response. Costs may not exceed those noted on ITT72 vendor cost sheets. Pricing for volume discount and/or promotional offers, if applicable, should be noted. All pricing and goods and services offered shall be in compliance with the Terms of ITT72.

Prevailing wages may be applicable to this procurement should one-time non-recurring costs be applicable. Prevailing wages sheets are attached hereto.

The undersigned hereby represent that they are duly authorized to execute this SOW on behalf of their respective organizations.

State 911 Department

Comcast

Frank Pozniak, Executive Director

[Signatory and Title]

Date

Date

EXHIBIT A

Intellectual Property and Work Effort Agreement for Vendor’s Employees, Consultants, and Agents

Confidentiality, Assignment of Inventions and Representation of Non-Infringement Agreement; Other Representations

The undersigned hereby acknowledges that he or she is an employee or consultant to of the following vendor of the Commonwealth of Massachusetts:

Name of Vendor: ________________________ (“Vendor”) and desires to be assigned by the Vendor to perform services for the Commonwealth, and that the Vendor desires to assign you to perform services on one or more projects for the Commonwealth, but only under the condition that you sign this Agreement and agree to be bound by all of its terms and conditions.

NOW THEREFORE, in consideration of your assignment to work for the Commonwealth, the access you have to the confidential information of the Commonwealth, and for other good and valuable consideration, the parties agree as follows:

1. Confidentiality of the Commonwealth’s Materials. You agree that both during your assignment at the Commonwealth and thereafter you will not use for your own benefit, or divulge or disclose to anyone except to persons within the Commonwealth whose positions require them to know it, any information not already lawfully available to the public concerning the Commonwealth (“Confidential Information”), including but not limited to information regarding any website of the Commonwealth, any e-commerce products or services, any web development strategy, any financial information or any information regarding users of or vendors to the Commonwealth’s websites. Confidential Information also includes, without limitation, any technical data, design, pattern, formula, computer program, source code, object code, algorithm, subroutine, manual, product specification, or plan for a new, revised or existing product or web site; any business, marketing, financial or sales information; and the present or future plans of the Commonwealth with respect to the development of its web sites and web services.

2. All Developments the Property of the Commonwealth. All confidential, proprietary or other trade secret information and all other works of authorship, trademarks, trade names, discoveries, inventions, processes, methods and improvements, conceived, developed, or otherwise made by you, alone or with others, and in any way relating to the Commonwealth or any of its web development projects, whether or not patentable or subject to copyright protection and whether or not reduced to tangible form or reduced to practice during the period of your assignment with the Commonwealth (“Developments”) shall be the sole property of the Vendor’s customer, the Commonwealth. All copyrightable material contained within a Development during the period of your assignment with the Commonwealth are works made for hire. You bear the burden to prove that a work was not made during the period of your assignment with the Commonwealth. If a work is determined to not be made for hire or that designation is not sufficient to secure rights, to the fullest extent allowable and for the full term of protection otherwise accorded to you under such law, you shall and hereby irrevocably do, assign and transfer to the Commonwealth free from all liens and other encumbrances or restrictions, all right, title and interest you may have or come to have in and to such Development. YOU HEREBY WAIVE IN FAVOR OF THE COMMONWEALTH ANY AND ALL ARTIST’S OR MORAL RIGHTS (INCLUDING, WITHOUT LIMITATION, ALL RIGHTS OF INTEGRITY AND ATTRIBUTION) YOU MAY HAVE PURSUANT TO ANY STATE OR FEDERAL LAWS OF THE UNITED STATES IN RESPECT TO ANY DELIVERABLE AND ALL SIMILAR RIGHTS UNDER THE LAWS OF ALL OTHER APPLICABLE JURISDICTIONS. You agree to disclose all Developments promptly, fully and in writing to the Commonwealth promptly after development of the same, and at any time upon request. You agree to, and hereby do assign to the Commonwealth all your right, title and interest throughout the world in and to all Developments without any obligation on the part of the Commonwealth to pay royalties or any other consideration to you in respect of such Developments. You agree to assist the Vendor’s customer the Commonwealth, (without charge, but at no cost to you) to obtain and maintain for itself such rights.

3. Return of the Commonwealth’s Materials. At the time of the termination of your assignment with the Commonwealth, you agree to return to the Commonwealth all Commonwealth materials, documents and property, in your possession or control, including without limitation, all materials relating to work done while assigned by the Vendor to projects for Commonwealth or relating to the processes and materials of the Commonwealth. You also agree to return to the Commonwealth all materials concerning past, present and future or potential products and/or services of the Commonwealth. You also agree to return to the Commonwealth all materials provided by persons doing business with the Commonwealth and all teaching materials provided by the Commonwealth.

4. Representation of Non-Infringement. You hereby represent and warrant that, to your best knowledge, no software, no web content and no other intellectual property that you develop during your assignment to and deliver to the Commonwealth, and no Developments made by you and assigned to the Commonwealth pursuant to Section 2 above, shall infringe a patent, copyright, trade secret or other proprietary or intellectual property right of any third party.

5. No Conflicting Agreements. You represent and warrant that you are not a party to any agreement or arrangement which would constitute a conflict of interest with the obligations undertaken hereunder or would prevent you from carrying out your obligations hereunder.

6. Tax Payments. You hereby represent and warrant that you have paid all due state and federal taxes, or, if your tax status is in dispute or in the process of settlement, that you have responded as directed and within the required timeframes to all communications received from the state or federal government.

7. You acknowledge that you are not an employee of any Massachusetts state or municipal government agency, and are not entitled to any benefits, guarantees or other rights granted to state or municipal government agencies, including but not limited to group insurance, disability insurance, paid vacations, sick leave or other leave, retirements plans, health plans, or premium overtime pay. Should you be deemed to be entitled to receive any such benefits by operation of law or otherwise, you expressly waive any claim or entitlement to receiving such benefits from Massachusetts state or municipal government agencies.

8. Miscellaneous:

a. The Commonwealth is a third party beneficiary of this Agreement with full rights to enforce its terms directly

b. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, superseding any previous oral or written agreements.

c. Your obligations under this Agreement shall survive the termination of your assignment with the Commonwealth regardless of the manner of or reasons for such termination. Your obligations under this Agreement shall be binding upon and shall inure to the benefits of the heirs, assigns, executors, administrators and representatives of the parties.

d. You agree that the terms of this Agreement are reasonable and properly required for the adequate protection of our customer the Commonwealth’s legitimate business interests. You agree that in the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to be contrary to any applicable statute, law, rule, or policy or for any reason unenforceable as written, then such court may modify any of such provisions so as to permit enforcement thereof to the maximum extent permissible as thus modified. Further, you agree that any finding by a court of competent jurisdiction that any provision of this Agreement is contrary to any applicable statute, law, or policy or for any reason unenforceable as written shall have no effect upon any other provisions and all other provisions shall remain in full force and effect.

e. You agree that any breach of this Agreement will cause immediate and irreparable harm to the Vendor’s customer the Commonwealth not compensable by monetary damages and that the Commonwealth will be entitled to obtain injunctive relief, in addition to all other relief, in any court of competent jurisdiction, to enforce the terms of this Agreement, without having to prove or show any actual damage to the Commonwealth.

f. No failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof, and no delay or omission in exercising any right under this Agreement, will operate as a waiver of such terms, covenants, conditions or rights. A waiver or consent given on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

g. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the doctrine of conflicts of law. This Agreement is executed under seal.

The undersigned believes that this Agreement imposes reasonable standards of conduct for all of the employees, consultants, and agents of the vendor on assignment at the Commonwealth, and that this Agreement will serve to best protect the interests of all involved parties. If you agree with the terms set forth herein, please sign and return this Agreement.

Agreed and Accepted:

Name of Employee, Consultant, or Agent

Signature

Date

Name of Vendor

Vendor Signature

Vendor Signatory Name

Vendor Signatory Title

Vendor Signature Date