MSA_GTA_Direct

Contract Number: 98000-0000005215-____

______ and GTA Master Services Agreement for GTA Direct Services

GTA Direct

Master Services Agreement for

GTA Direct Services - Hosted Contact Center

Between

Georgia Technology Authority

And

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TABLE OF CONTENTS

1. Background and Introduction

1.1 Framework

1.2 MSA Attachments

2. MSA Term and Termination

2.1 Term

2.2 Renewal

2.3 Termination by GTA for Cause

2.4 Termination for Convenience

2.5 Return of Property

2.6 Effect of Termination

3. Fee

3.1 General

3.2 Calculation and Payment of Fee

3.3 Services Usage and Aggregate Charges Report

4. Taxes

5. Confidential Information

6. Indemnification and Infringement

6.1 Indemnification by Supplier

6.2 Indemnification Procedures

6.3 Infringement by GTA

7. Independent Contractor; Contractor Personnel

7.1 Independent Contractor

7.2 Trading with State Employees

7.3 Drug-Free Workplace

8. Compliance with Laws

9. Non-exclusivity

10. Vendor Lobbyist Certification

11. Immigration and Security

12. Incorporation of Anti-BDS (Boycott, Divestment and Sanctions Campaign against Israel)

Legislation

13. Limitation of Liability

13.1 Disclaimer of Certain Damages

13.2 Cap on Liability

13.3 Exclusions and Stipulations

14. Miscellaneous

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14.1 Assignment and Delegation

14.2 Amendments

14.3 Headings

14.4 Waiver

14.5 Severability

14.6 Remedies

14.7 Publicity

14.8 Applicable Law and Venue

14.9 No Liens

14.10 Notice

14.11 Counterparts

14.12 Order of Precedence

14.13 Entire Agreement

14.14 Survival

14.15 Interpretation

14.16 Further Assurances

14.17 Protection of State Equipment

MASTER SERVICES AGREEMENT

for

GTA Direct Services

This Master Services Agreement for GTA Direct Services (including all exhibits and attachments hereto, this “Master Services Agreement” or “MSA”), dated as ________________, 20___ (the “Effective Date”), is made by and between the Georgia Technology Authority (“GTA”), whose principal place of business is located at 47 Trinity Avenue, Atlanta, Georgia, 30334, and ________________________, a _______________ corporation, whose principal place of business is located at ____________________________________ (“Supplier”) (each, a “Party” and collectively, the “Parties”).

1. Background and Introduction.

GTA is entering into this MSA as part of its “GTA Direct Program”. This program facilitates the accelerated procurement of services by allowing eligible entities to contract directly with the qualified Suppliers rather than with GTA. In addition to establishing the GTA Direct Program and confirming each Supplier's continuing qualification thereunder, GTA will provide governance over the contracts to monitor conformance to the MSA’s scope and terms.

1.1 Framework.

Customers under GTA Direct Program. A “Customer” may be any state or local government body or entity within the State of Georgia, or not for profit Georgia college and universities. GTA may publish from time to time eligibility requirements for organizations to be Customers participating in the GTA Direct Program. As part of GTA’s governance role described above, GTA may discuss with Customers the status of this MSA and the Supplier’s general performance under the GTA Direct Program.

(a) Master Services Agreement. This MSA sets forth terms and conditions between

GTA and Supplier with respect to services that may be provided by the Supplier to Customers under the GTA Direct Program.

(b) Customer Purchase Agreements. A Customer may purchase from Supplier the services described in Exhibit 1 – Attachment A (Order Package - Catalog of Services, Service Levels, Pricing) through an agreement between such Customer and Supplier under this MSA (each, a “Customer Purchase Agreement”). Exhibit 1 – Attachment A (Order Package - Catalog of Services, Service Levels, Pricing) may be updated or replaced by mutual written agreement of the Parties. For clarity, such changes will not impact any Customer Purchase Agreements then in effect (except to the extent the Customer and Supplier mutually agree to amend their agreement to implement any such changes).

(c) A form of a Customer Purchase Agreement is set forth in Exhibit 1- Attachment

C (Form of Customer Purchase Agreement). This is a standard agreement to be proposed by Supplier and approved by GTA. Each Customer Purchase Agreement will describe the particular services being purchased by the applicable

Customer from Supplier, including corresponding service levels and pricing.

Supplier is required to use only the current version of this Customer Purchase Agreement for new sales and may not supersede this agreement with other terms and conditions. Supplier and Customers may negotiate changes to this agreement for specific sales transactions, but Supplier must obtain GTA approval for the changes.

(d) Change Orders. After execution of a Customer Purchase Agreement, Supplier and the applicable Customer may add, remove or change services from those available under Exhibit 1 - Attachment A (Order Package - Catalog of Services, Service Levels, Pricing) to such agreement by executing a change order, the form of which will be provided by Supplier.

(e) Customer Participation Acknowledgement; Customer Responsibility. As a precondition to the effectiveness of any Customer Purchase Agreement, Supplier shall obtain from the Customer and deliver to GTA an executed Customer Participation Acknowledgement in the form of Attachment B (Customer Participation Acknowledgement Form) to Exhibit 1 – Customer Documents hereto (the “Customer Participation Acknowledgement”). Supplier agrees that the Customer executing a Customer Purchase Agreement shall be acting solely on its own behalf and that neither GTA nor any other entity, including any other Customer, shall be liable under or with respect to such Customer Purchase Agreement or any of the executing Customer’s (or Supplier’s) obligations in connection therewith.

(f) Supplier is required to comply with the provisions and requirements of O.C.G.A. §

50-5-64 et seq., as it may be amended from time to time.

1.2 MSA Attachments.

This MSA includes each of the following attachments, each of which is incorporated into this MSA by this reference.

Hosted Contact Center

Attachment 1 - A Definitions Attachment 1 - B Statement of Work Attachment 2 - A Pricing Attachment 2 - B Catalog of Services Attachment 2 - C Customer Purchase Agreement Attachment 3 - A Service Level Matrix Attachment 3 - B Service Level Definitions

2. MSA Term and Termination.

2.1 Term.

The term of this MSA shall begin on the Effective Date and shall expire June 30, 2024, unless earlier terminated by GTA in accordance with this MSA.

2.2 Renewal.

No later than sixty (60) days prior to the end of the then current term, GTA may renew this MSA by providing written notice to Supplier. GTA shall have four (4) such consecutive renewal options, each for up to twelve (12) months at GTA’s sole discretion.

2.3 Termination by GTA for Cause.

GTA has the right to terminate this MSA for cause, in whole or in part, if:

(a) Supplier breaches or is in default of any material obligation of this MSA, which default is incapable of cure, or which, being capable of cure, has not been cured within thirty (30) days after Supplier’s receipt of notice of such default (or such additional cure period as GTA may authorize);

(b) Supplier suspends or terminates its operation of business, becomes subject to any bankruptcy or insolvency proceeding under federal or state law, or becomes unable to pay its obligations as they accrue; or

(c) (i) Supplier is debarred or suspended from performing services on any public contracts; (ii) any certifications or licenses as may be required hereunder are revoked or no longer in effect for any reason; (iii) Supplier fails to comply with confidentiality laws or provisions; or (iv) Supplier furnished any statement, representation or certification in connection with this MSA or any applicable bidding process which is materially false, deceptive, incorrect or incomplete.

2.4 Termination for Convenience.

GTA has the right to terminate this MSA for convenience upon thirty (30) days prior written notice to Supplier, at no cost or penalty to GTA.

2.5 Return of Property.

Upon termination of this MSA (or, if later, any applicable Customer Purchase Agreement), each Party shall cease using and promptly return to the other Party (or destroy) all papers, materials and other property of the other Party then in its possession and applicable to this MSA; provided, however, GTA shall be entitled to retain materials associated with any continuing Customer Purchase Agreement and appropriate archival materials associated with the GTA Direct Program, including materials related to Supplier.

2.6 Effect of Termination.

No new Customer Purchase Agreement may be executed after the termination or expiration of this MSA. However, the termination or expiration of this MSA shall not cause the termination or expiration of any Customer Purchase Agreement, which shall continue in force and effect (and the provisions of this MSA will be deemed to remain in effect with respect to such Customer Purchase Agreement) until such Customer Purchase Agreement terminates or expires in accordance with its terms; provided, however, that no new Change Orders may be executed under such Customer Purchase Agreement unless expressly approved by GTA in writing. For the avoidance of doubt, unless GTA has stipulated that this MSA will terminate with respect to any outstanding Customer Purchase Agreement, the Fee will remain due for any Customer Purchase Agreement that survives the termination or expiration of this MSA.

3. Fee.

3.1 General.

Supplier agrees to remit to GTA a quarterly fee as specified in this Section (the “Fee”) for administrative services performed by GTA with respect to this MSA. Supplier further acknowledges that its charges under the Customer Purchase Agreements shall be sufficient to compensate Supplier for its performance of the services and its obligation to pay the Fee to GTA. As such, Supplier has factored the Fee into its pricing for the Customer Purchase Agreements and shall not separately itemize, invoice or charge any Customer for payment or reimbursement of all or any portion of the Fee.

3.2 Calculation and Payment of Fee.

The amount of the Fee shall equal two and one half percent (2.5%) of revenue sold through its contracts by Supplier to Customers under all Customer Purchase Agreements in the aggregate during the applicable calendar quarter (excluding sales taxes and adjusted for applicable credits or refunds). Supplier must pay to GTA the Fee with respect to each calendar quarter on or before the last day of the month immediately following the end of such quarter (the “Latest Fee Payment Date”), as follows:

Calendar Quarter

During Which Work Performed

Months Latest Fee Payment

Date Quarter 1 January 1 – March 31 April 30 Quarter 2 April 1 – June 30 July 31 Quarter 3 July 1 – September 30 October 31 Quarter 4 October 1 – December 31 January 31

Fee payments shall be submitted to GTA by Automatic Clearing House (ACH), for receipt not later than the Latest Fee Payment Date. Supplier must complete and submit the form authorizing electronic payment.

3.3 Services Usage and Aggregate Charges Report.

(a) Supplier shall submit to GTA a report on the services usage and aggregate charges for each calendar quarter (the “Services Usage and Aggregate Charges Report”).

Services Usage and Aggregate Charges Reports must be delivered to GTA no later than the Latest Fee Payment Date. Each Services Usage and Aggregate Charges Report shall reflect, at a minimum, the following information for the applicable calendar quarter:

(i) Supplier’s name;

(ii) MSA Contract Number;

(iii) applicable calendar quarter to which the Services Usage and Aggregate

Charges Report relates;

(iv) listing of all Customer Purchase Agreements, by Customer name and Customer Purchase Agreement Effective Date; and

(v) total dollar amounts invoiced to and received (and receivable) from

Customers (excluding sales taxes and adjusted for applicable credits or refunds) under all Customer Purchase Agreements during such quarter (separately stated by Customer Purchase Agreement and including aggregate total for all Customer Purchase Agreements).

(b) Supplier shall provide additional information in the Services Usage and Aggregate Charges Reports, as reasonably requested by GTA (including in requested formats). In addition, Supplier shall promptly respond to GTA questions and requests for supplemental information associated with any Services Usage and Aggregate Charges Report, and shall meet with GTA upon request to discuss the GTA Direct Program, including the services and Customers’ satisfaction therewith, and issues, concerns and opportunities.

4. Taxes.

Each Party is responsible for payment of any taxes imposed upon it in connection with or related to this MSA.

5. Confidential Information.

(a) Each Party (as the “disclosing Party”) acknowledges that, in connection with this

MSA, it may be necessary to disclose to the other Party certain information relating to the disclosing Party or its business or operations (including that of its customers or other third parties with which it deals) which it maintains in a confidential manner, whether provided to the other Party in writing or otherwise, and which may include analyses, compilations, reports and other materials (“Confidential Information”).

Each Party agrees that it will not disclose, transfer, use, copy, or allow access to any such Confidential Information to any employees or to any third parties excepting those who have a need to know such Confidential Information in order to allow Supplier or GTA to perform its obligations or exercise its rights or receive the intended benefits under or related to this MSA, as the case may be, and who have executed a nondisclosure agreement or are otherwise bound to enforceable obligations, in each case consistent with the provisions hereof.

(b) Neither Party will have any obligation of confidentiality with respect to information that: (i) is or becomes (through no improper action or inaction of the receiving Party or any of its affiliates, agents, consultants or employees) generally available to the public; (ii) can be demonstrated by the receiving Party to have been in its possession or known by it prior to receipt under this MSA; (iii) is rightfully disclosed to the receiving Party by a third party without restriction; (iv) is disclosed by the receiving Party with the written approval of the disclosing Party; (v) is developed independently by the receiving Party; or (vi) is obligated to be disclosed by applicable law, including order of a court of competent jurisdiction.

(c) Notwithstanding the foregoing, GTA’s obligations hereunder may be subject to the provisions of the Georgia Open Records Act (O.C.G.A. § 50-18-70 et seq.), as it may be amended from time to time.

(d) Promptly following written request of the disclosing Party, the receiving Party shall return or destroy the disclosing Party’s specified Confidential Information and certify that it has done so.

6. Indemnification and Infringement.

6.1 Indemnification by Supplier.

At GTA’s request, Supplier will, at Supplier’s expense, indemnify, defend and hold harmless the State of Georgia, its agencies, departments, authorities and instrumentalities (including GTA), and their respective officers, directors, employees and agents

(hereinafter collectively referred to as “Indemnitees”), from any and all demands, liabilities, losses, penalties, fines, fees, interest, awards, judgments, settlement payments, costs or expenses (including court costs, reasonable attorneys’ fees, and reasonable value of the time spent by the Attorney General or other involved agency, office or party, as permitted herein) (collectively, “Losses”) incurred in connection with any third party claim, suit or demand to the extent arising from or based on any of the following: (a) any breach of this MSA by Supplier; (b) Supplier’s violation of any applicable law, rule or regulation; (c) Supplier’s damage to or destruction of tangible or real property; (d) injury to personnel (including death) caused by Supplier; or (e) Supplier’s services, deliverables or other obligations or materials provided under or related to any Customer Purchase Agreement, including any aspect of the engagement or employment by Supplier or its subcontractors of its or their personnel, or the termination of such employment or engagement (including claims related to non-payment of wages, discrimination/harassment, unemployment or workers’ compensation benefits, employee benefits, and any other claims concerning the terms and conditions of employment under any federal, state or local law governing employment).

6.2 Indemnification Procedures.

(a) Notice. Promptly after receipt by an Indemnitee of notice of the commencement or threatened commencement of any action, proceeding or other claim by a third party involving a claim in respect of which the Indemnitee may seek indemnification pursuant to the above, the Indemnitee will notify Supplier of such claim in writing and provide to Supplier all reasonably available information requested. No failure to so notify Supplier will relieve it of its obligations under this Section 6 (Indemnification) except to the extent that it can demonstrate damages or prejudice attributable to such failure. Within thirty (30) days following receipt of notice and such reasonably available information from the Indemnitee relating to any claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due (the applicable period referred to herein as the “Notice Period”), Supplier will notify the Indemnitee in writing if Supplier assumes responsibility to indemnify, defend and hold harmless the Indemnitee and elects to be involved in the defense and settlement of that claim (an “Notice of Election”).

Supplier will be responsible for all Losses related to such claim if Supplier is obligated to indemnify the Indemnitee.

(b) Procedure Following Notice of Election. If Supplier delivers a Notice of Election relating to any claim within the required Notice Period, Supplier will be involved in the defense and settlement of such claim; provided, however, that (1) the Indemnitee will be entitled to participate in the defense of such claim at its own expense and the Office of the Attorney General of the State of Georgia will represent and defend the Indemnitee, and (2) Supplier will obtain the prior written approval of the Indemnitee and the Georgia Attorney General before entering into any settlement of such claim or ceasing to defend against such claim.

(c) Procedure Where No Notice of Election Is Delivered. If Supplier does not deliver a Notice of Election relating to any claim within the required Notice Period or otherwise comply with its obligation to defend hereunder, the Indemnitee, represented by the Office of the Attorney General of the State of Georgia (or other arrangement allowed by law), may proceed to defend the claim in such manner as it may reasonably deem appropriate, at the cost and expense of Supplier. Supplier will promptly reimburse the Indemnitee for all applicable Losses related to such claim. In such case, the Indemnitee represented by the Attorney General of the State of Georgia (or other party as applicable) may settle any such claim without the consent of Supplier. If it is determined that Supplier failed to defend a claim for which it was liable, Supplier will not be entitled to challenge the amount of any settlement or compromise paid by the Indemnitee.

(d) Supplier’s obligation to indemnify any Indemnitee will survive the expiration or termination of this MSA by either Party for any reason.

6.3 Infringement by GTA.

In the event GTA infringes upon or misappropriates the intellectual property of Supplier with respect to any item used by Supplier to provide the Services or which is provided by Supplier to GTA under this MSA, GTA will, without limiting any other rights and remedies Supplier may have under this MSA, and at law or equity, be liable for any costs and expenses, including reasonable attorneys’ fees, incurred by Supplier as a result of such infringement or misappropriation.

7. Independent Contractor; Contractor Personnel.

7.1 Independent Contractor.

In its relationships with GTA and the State of Georgia, and for all tax, liability and insurance purposes, Supplier agrees that it is an independent contractor. Supplier shall have the sole right to manage, control and direct the method, manner and means by which its services are performed. Supplier shall be responsible for compliance with all applicable laws, rules and regulations involving its employees and any subcontractors, including but not limited to employment of labor, hours of labor, health and safety, working conditions, workers’ compensation insurance, and payment of wages. Neither Supplier nor any of its agents, servants, employees, subcontractors or suppliers shall become or be deemed to become agents, representatives, or employees of GTA or the State of Georgia. This MSA shall not be construed so as to create a partnership or joint venture between Supplier and GTA or the State of Georgia. Supplier shall not hold itself out to be an employee or agent of GTA or use the name of GTA in its business in any way.

7.2 Trading with State Employees.

The Parties certify that this MSA does not and will not violate the provisions of Georgia’s code of ethics and conflicts of interest statutes set forth in O.C.G.A. § 45-10-20, et seq., in any respect. Supplier agrees not to employ any individual whose employment would result in a violation of such law.

7.3 Drug-Free Workplace.

(a) Supplier represents, warrants and covenants that it has and shall maintain substance abuse policies, in each case in conformance with GTA rules and applicable laws, including O.C.G.A. § 50-24-1 et seq., and Supplier personnel shall be subject to such policies.

(b) Supplier will obtain from any subcontractor hired to perform services for this MSA the following written certification: “As part of the subcontracting agreement with Supplier, (subcontractor’s name) certifies to Supplier that a drug-free workplace will be provided for the subcontractor’s employees during the performance of this agreement pursuant to paragraph eight (8) of subsection (b) of O.C.G.A. § 50-24- 3.” Supplier will provide GTA with a copy of each such certification as soon as practicable. Supplier may be suspended, terminated, or debarred if it is determined that Supplier has made false certification herein above or has violated such certification by failure to carry out the requirements of O.C.G.A. § 50-24-3.

8. Compliance with Laws.

(a) Each Party shall perform its obligations under this MSA in accordance with all applicable federal, state and local laws, rules and regulations. Supplier shall obtain and maintain, and shall cause its subcontractor to obtain and maintain all approvals, permissions, permits, professional licenses, and other documentation required to comply with all applicable laws, rules or regulations.

(b) Supplier certifies that neither Supplier nor any of its subcontractors have been debarred, suspended or declared ineligible by any entities of the State of Georgia or as defined in the Federal Acquisition Regulations 48 C.F.R. Ch. 1 Subpart 9.4.

Supplier immediately shall notify GTA if Supplier or any of its subcontractors become debarred by the State of Georgia or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors by any federal entity.

9. Non-exclusivity.

This MSA is entered into solely for the convenience of GTA and the State of Georgia, and in no way precludes GTA or the State of Georgia from obtaining or arranging like goods and services from other suppliers.

10. Vendor Lobbyist Certification.

Supplier hereby certifies that, as of the Effective Date, any lobbyist employed by Supplier to lobby within the State of Georgia has registered with the Georgia Government Transparency and Campaign Finance Commission and complied with the requirements of the Executive Order dated October 1, 2003 (“Providing for the Registration and Disclosure of Lobbyists Employed or Retained by Vendors to State Agencies”). This MSA may be declared void at GTA’s sole discretion, if it is determined that Supplier has made false certification hereinabove or has violated such certification by failure to carry out the requirements of such Executive Order or other applicable law.

11. Immigration and Security.

Supplier hereby certifies that it complies with the Immigration Reform and Control Act of 1986 (IRCA), D.L. 99-603 and the Georgia Security and Immigration Compliance Act, O.C.G.A. § 13-10-90. The e-Verify Certificate form attached hereto as Exhibit 2 (E- Verify Affidavit – Supplier) shall be completed by Supplier and notarized, certifying compliance with the foregoing as of the Effective Date, and thereafter at the request of GTA. Further, the e-Verify Certificate form attached hereto as Exhibit 3 (E-Verify Affidavit – Subcontractor) shall be completed by any subcontractors employed for delivery of services under this MSA or any Customer Purchase Agreement and notarized, certifying compliance with the foregoing as of the Effective Date, and thereafter at the request of

GTA.

12. Incorporation of Anti-BDS (Boycott, Divestment and Sanctions Campaign against

Israel) Legislation.

Supplier certifies that Supplier is not currently engaged in, and agrees for the duration of this MSA not to engage in, a boycott of Israel, as defined in O.C.G.A. § 50- 5-85.

13. Limitation of Liability.

13.1 Disclaimer of Certain Damages.

NEITHER SUPPLIER NOR GTA SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,

CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES,

INCLUDING LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL,

ARISING IN CONNECTION WITH THIS MASTER SERVICES AGREEMENT, EVEN IF THE

PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability.

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS MASTER

SERVICES AGREEMENT EXCEED THE AMOUNT OF THE CHARGES PAID OR PAYABLE

BY SUPPLIER DURING THE TWENTY FOUR (24) MONTHS BEFORE THE EVENT GIVING

RISE TO SUCH LIABILITY; PROVIDED THAT IF THE EVENT GIVING RISE TO LIABILITY

OCCURS DURING THE FIRST TWENTY FOUR (24) MONTHS AFTER THE EFFECTIVE

DATE OF THIS MASTER SERVICES AGREEMENT, THE AMOUNT SHALL BE

CALCULATED AS THE AMOUNT ANTICIPATED TO BE PAID BY SUPPLIER DURING THE

FIRST TWENTY FOUR (24) MONTHS AFTER THE EFFECTIVE DATE OF THIS MASTER

SERVICES AGREEMENT, OR TWENTY FOUR (24) TIMES THE AVERAGE MONTHLY

CHARGES THUS FAR, WHICHEVER IS MORE.

13.3 Exclusions and Stipulations.

THE PROVISIONS ABOVE IN THIS SECTION 13 SHALL NOT APPLY TO: (A) LOSSES

ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL OR INTENTIONAL MISCONDUCT;

(B) LOSSES ARISING FROM A PARTY’S BREACH OF SECTION 5 (CONFIDENTIAL

INFORMATION); OR (C) LOSSES ARISING OUT OF SUPPLIER’S OBLIGATIONS TO

INDEMNIFY ANY INDEMNITEE. FURTHER, THE TO THE EXTENT THAT A CPA

CONTAINS REIMBURSEMENT OR INDEMNIFICATION OBLIGATIONS RELATED TO A

SUPPLIER’S BREACH OF ITS DATA SECURITY OR DATA PRIVACY OBLIGATIONS,

SUCH REIMBURSEMENTS SHALL BE DEEMED TO BE DIRECT DAMAGES AND NOT

ANY OF THE TYPES OF DAMAGES DESCRIBED UNDER SECTION 13.1 ABOVE AND

SHALL NOT BE GOVERNED BY THE LIABILITY CAP UNDER SECTION 13.2 ABOVE.

14. Miscellaneous.

14.1 Assignment and Delegation.

Unless GTA gives its prior written consent (such consent not to be unreasonably withheld), Supplier shall not assign any of its rights or delegate the performance of any of its duties under this MSA, regardless of whether such assignment or delegation is voluntary or involuntary, and whether it is by merger, consolidation, dissolution, operation of law or any other manner. Any purported assignment or delegation by Supplier without such consent shall be null and void.

14.2 Amendments.

The Parties recognize and agree that it may be necessary or convenient for the Parties to amend this MSA to provide for the orderly implementation of all undertakings described herein, and the Parties agree to cooperate in good faith in connection with such amendments if and as necessary; provided, however, no change or modification or other amendment to this MSA shall be valid unless the same is reduced to writing and signed by both Parties.

14.3 Headings.

The headings in this MSA have been inserted for convenience only and shall not affect or control the meaning or construction of any of the provisions of this MSA.

14.4 Waiver.

The Parties may waive a provision of this MSA only by a writing executed by the Party or Parties against which the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition under this MSA, and no act, omission or course of dealing between the Parties shall operate as a waiver or estoppel of any right, remedy or condition. A waiver made in writing of a right under or provision of this MSA on one occasion shall be effective only for that instance and occasion and only for the purpose stated and a waiver once given is not to be construed as a waiver on any future occasion or against any other Party except as expressly provided in the applicable writing executed by the Party against which enforcement is sought.

14.5 Severability.

All provisions of this MSA are severable, and the unenforceability or invalidity of any of the provisions will not affect the validity or enforceability of the remaining provisions. All provisions of this MSA will be construed in such a manner as to carry out the fullest intention of the Parties as is enforceable and valid.

14.6 Remedies.

No remedies or rights herein conferred upon the Parties are intended to be exclusive of any remedy or right provided by law or in equity, but each shall be cumulative and shall be in addition to every other remedy or right given hereunder or now or hereafter existing at law or in equity (including the right of specific performance).

14.7 Publicity.

Supplier shall not release without GTA’s prior written approval any publicity regarding this MSA, including but not limited to, notices, information, pamphlets, press releases, research, reports, signs and similar public notices prepared by or for Supplier, identifying the State of Georgia or GTA; however, Supplier may reference this MSA in proposals for other contracts, subject to reasonable confidentiality restrictions, without GTA’s prior approval.

14.8 Applicable Law and Venue.

The laws of the State of Georgia, U.S.A., without regard to its conflict of laws principles, govern all matters arising out of or relating to this MSA and the transactions it contemplates, including its interpretation, construction, performance and enforcement.

Any lawsuit or other action based on a claim arising from this MSA shall be brought in the Superior Court of Fulton County, Georgia.

14.9 No Liens.

Supplier will not file, or by its action or inaction permit, any liens to be filed on or against property (including realty) of GTA. In the event that any such liens shall arise as a result of Supplier’s action or inaction, Supplier shall promptly obtain a bond or otherwise undertake to fully and promptly satisfy such liens and remove or have such liens removed at its sole cost and expense within no more than ten (10) business days of such lien arising. If Supplier fails to so satisfy and have removed any such lien, GTA may, in its sole discretion, pay the amount of such lien and deduct such amounts from payments due to Supplier or, if no further payments are due, promptly recover such amount from Supplier.

14.10 Notice.

Any notice required or permitted under this MSA shall be in writing sent to the addressee listed below, and will be effective upon receipt as demonstrated by reliable written confirmation (for example, certified mail receipt, courier receipt or facsimile receipt confirmation sheet). Each Party may change its addressee information by notice pursuant to this provision.

To GTA To Supplier

Georgia Technology Authority

47 Trinity Avenue Atlanta, GA 30334-9006 Attn: Contract Management Telephone: (404) 463-2300 Fax: (404) 651-5333 Email: Contracts@gta.ga.gov

14.11 Counterparts.

The Parties may execute this MSA in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of both Parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or by electronic mail shall be as effective as executing and delivering this MSA in the presence of the other Party. No Party shall be bound by this MSA until all Parties have executed it.

14.12 Order of Precedence.

In the event of any conflict or inconsistency among the terms of the various documents that collectively comprise this MSA, then to the maximum extent that the conflicting or inconsistent terms can reasonably be interpreted so that such terms are consistent with and supplemental to one another and do not conflict with each other, such consistent, non-conflicting and supplemental interpretation shall prevail, in a manner that gives effect to all of such terms. Subject to the foregoing, any conflict or inconsistency in this MSA shall be resolved by giving precedence in the following order: (a) this MSA, excluding its Exhibits;

(b) the Exhibits to this MSA (including Exhibit 1 – Attachment C (Form of Customer Purchase Agreement) and (c) the Request for Proposal and response materials.

14.13 Entire Agreement.

This MSA constitutes the final and complete agreement between the Parties as of the

Effective Date, and is the complete and exclusive expression of the Parties’ agreement on the subject matter and supersedes any and all other prior and contemporaneous agreements and understandings between the Parties, whether oral or written. The provisions of this MSA may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this MSA, neither Party has relied upon any statement, representation, warranty or agreement of the other Party except for those expressly contained in this MSA and the attachments incorporated herein.

There are no conditions precedent to the effectiveness of this MSA, other than those expressly stated herein.

14.14 Survival.

Any provision of this MSA which contemplates performance or observance subsequent to any termination or expiration of this MSA shall survive any termination or expiration and continue in full force and effect. Additionally, all provisions of this MSA shall survive expiration or termination to the fullest extent necessary to give the Parties the full benefit of the bargain expressed therein.

14.15 Interpretation.

Unless the context requires otherwise, (a) “including” (and any of its derivative forms) means including but not limited to, (b) “may” means has the right, but not the obligation to do something, and “may not” means does not have the right to do something, and (c) “will” and “shall” are expressions of command, not merely expressions of future intent or expectation.

14.16 Further Assurances.

The Parties agree that they will execute and deliver such other instruments and documents, and take such other actions, as the other Party may reasonably request to evidence or effect the transactions contemplated by this MSA.

14.17 Protection of State Equipment.

A vital component of GTA’s mission is ensuring that any equipment or services procured and/or offered by GTA adequately protects the security of governmental/public sector data. GTA has previously relied on the John McCain National Defense Authorization Act, H.R. 5515 (https://www.congress.gov/bill/115th-congress/house-bill/5515/text#toc- H4350A53097BD46409287451A50C4F397), which provided that agencies of the federal government are prohibited from procuring equipment or services from Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

For similar reasons, GTA determined that suppliers utilizing equipment or services provided by these entities would be excluded from GTA contracts. At the present time, prospective suppliers are advised not to use Huawei or ZTE as components or sub-components in any of their offered technical solutions/Catalogs. Lack of adherence may result in a range of actions available to GTA, up to and including disqualification/contract cancellation.

[Signatures begin on next page] http://www.congress.gov/bill/115th-congress/house-bill/5515/text#toc-

IN WITNESS WHEREOF, each Party has caused its authorized representative to execute this MSA as of the Effective Date.

GEORGIA TECHNOLOGY AUTHORITY ____________________________________

By: By:

Name: Name:

Title: Title:

Date: Date:

EXHIBIT 1 - CUSTOMER DOCUMENTS

Notice to Suppliers:

Customer Documents must be compliant with the Contracting with States provisions with the State of Georgia:

• See attached file below or go to

• (http://doas.ga.gov/assets/State%20Purchasing/Stage%203%20Documents/SP D-SP060ContractingwithStateEntities.pdf).

SPD-SP060Contracti ngwithStateEntities.

http://doas.ga.gov/assets/State%20Purchasing/Stage%203%20Documents/SPD-SP060ContractingwithStateEntities.pdf http://doas.ga.gov/assets/State%20Purchasing/Stage%203%20Documents/SPD-SP060ContractingwithStateEntities.pdf

ATTACHMENT A

ORDER PACKAGE (CUSTOMER PURCHASE AGREEMENT, CATALOG OF SERVICES,

SERVICE LEVELS, PRICING)

[This page has been left blank intentionally]

ATTACHMENT B

Customer Participation Acknowledgment Form

This Customer Participation Acknowledgement is executed and delivered by the undersigned (“Customer”), in connection with its participation in the GTA Direct Program, including its execution of that certain Customer Purchase Agreement dated _________________, 20___ with ___________________, Inc. (“Supplier”) and for the benefit of GTA and the State of Georgia. Terms not defined in this Customer Acknowledgement have the meanings applicable under the Customer Participation Agreement or other applicable GTA Direct documentation.

Customer acknowledges and agrees that in participating in the GTA Direct Program (including its execution of the Customer Purchase Agreement), it is acting solely on its own behalf and that neither GTA nor the State of Georgia (nor any third party) will be liable under or with respect thereto, including for any of Customer’s or Supplier’s obligations in connection therewith or with respect to any delivery or failure of the Services. Any claim or cause of action that Customer may have under the Customer Purchase Agreement shall be exercisable solely against Supplier and not GTA or the State of Georgia.

Customer acknowledges and agrees that Supplier may provide GTA with information about the Customer Purchase Agreement and Customer’s continuing participation in the GTA Direct Program, including the Services provided, Service Levels attained, and the payable charges. Customer further acknowledges and agrees that it will comply with applicable requirements under the GTA Direct Program.

Customer

Signature:

Printed Name:

Title:

Email:

Phone:

Date:

ATTACHMENT C - FORM OF CUSTOMER PURCHASE AGREEMENT

GTA

Direct_Customer Pur

EXHIBIT 2 - E- VERIFY AFFIDAVIT – SUPPLIER

EVerify-Contractor- Affidavit .pdf

EXHIBIT 3 - E-VERIFY AFFIDAVIT – SUBCONTRACTOR

Subcontractor_Affi davit.pdf