STATE OF UTAH COOPERATIVE CONTRACT

1. CONTRACTING PARTIES: This Contract is between the Division of Purchasing and the following Contractor:

Carahsoft Technology Corporation Name

11493 Sunset Hills Road, Suite 100 Address

Reston VA 20190 City State Zip

LEGAL STATUS OF CONTRACTOR

Sole Proprietor Non-Profit Corporation For-Profit Corporation Partnership Government Agency

Email NASPO@carahsoft.com Contact Person Beth Drake Phone #703-889-9734 Vendor # VC0000116540 Commodity Code #92005

2. CONTRACT PORTFOLIO NAME: Cloud and Software Solutions

3. PROCUREMENT: This Contract is entered into as a result of Solicitation #BP24-1.

4. CONTRACT PERIOD: Effective Date: 9/16/2026 Termination Date: 9/15/2036 unless terminated early or extended in accordance with the terms and conditions of this Contract. Renewal options (if any): None.

5. Prompt Payment Discount (if any): None. Price Guarantee Period (if any): Minimum Percentage Discount: Life of the contract Direct Service Provide Pricing: 1 year.

6. ATTACHMENT A: NASPO ValuePoint Master Agreement Terms and Conditions ATTACHMENT B: Scope of Work ATTACHMENT C: Pricing Catalog ATTACHMENT D: Contractor’s Response to Solicitation ATTACHMENT E: End User Agreements ATTACHMENT F: 3rd Party Provider Agreement Template ATTACHMENT G: IRS Publication 1075 Exhibit 7 Any conflicts between Attachment A and the other Attachments will be resolved in favor of Attachment A.

8. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED:

a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this Contract.

b. Utah State Procurement Code, Procurement Rules, the Solicitation, and Contractor’s response to the Solicitation.

9. Each person signing this Contract represents and warrants that he/she is duly authorized and has legal capacity to execute and deliver this Contract and bind the parties hereto. Each signatory represents and warrants to the other that the execution and delivery of the Contract and the performance of each party’s obligation hereunder have been duly authorized and that the Contract is a valid and legal Contract binding on the parties and enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties sign and cause this Contract to be executed. Notwithstanding verbal or other representations by the parties, the “Effective Date” of this Contract shall be the date provided within Section 4 above.

CONTRACTOR

Contractor’s Signature Print Name Title Date

STATE

Director, Division of Purchasing Date

Contract # LS4983

Docusign Envelope ID: 91BF4739-DB94-49D9-80B8-2B001AC17F56

Vice President 11/13/2025Robert Moore

11/14/2025

X

ATTACHMENT A

NASPO VALUEPOINT MASTER AGREEMENT TERMS AND CONDITIONS

I. Definitions

1.1 Contractor means a party to this Master Agreement, whether a person or entity, that delivers goods or performs services under the terms set forth in this Master Agreement.

Contractor also includes its Fulfillment Partners, employees, Subcontractors, agents and affiliates who are providing the services agreed to under the Master Agreement.

Contractor does not include Third-party Providers.

1.2 Data means all information, whether in oral or written (including electronic) form, created by or in any way originating with a Participating Entity or Purchasing Entity, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with a Participating Entity or Purchasing Entity, in the course of using and configuring the Services provided under this Agreement.

For a more granular and complete definition of “Data” as it pertains to SaaS, PaaS, and IaaS solutions, see Section A.1 at the end of the NASPO ValuePoint Master Agreement Terms and Conditions.

1.3 Data Breach means any actual or reasonably suspected unauthorized access to or acquisition of computerized Non-Public Data or Personal Data that compromises the security, confidentiality, or integrity of the Non-Public Data or Personal Data, or affects the ability of Purchasing Entity to access the Non-Public Data or Personal Data.

1.4 Data Categorization means the systematic process of classifying and organizing Data based on its sensitivity, value, and the level of risk associated with its handling, storage, and transmission. This process involves assessing Data to determine its impact on security, privacy, and compliance requirements. See also “High Risk Data”, “Moderate Risk Data” and “Low Risk Data”.

1.5 Data Ownership and Protection is defined in section A.1 for SaaS, PaaS, and IaaS.

On-Prem will be defined on a case by case basis by any Purchasing Entity seeking an on-prem solution.

1.6 Disabling Code means computer instructions or programs, subroutines, code, instructions, Data or functions, including but not limited to:

a. Viruses

b. Worms

c. Date bombs or time bombs

d. Programs or code that self-replicate without manual intervention

e. Instructions programmed to activate at a predetermined time or upon a specified event

f. Trojan horses, defined as programs claiming to do a meaningful function but designed for a different function.

g. Any other malicious software or Data that alters, destroys, inhibits, damages, interrupts, interferes with, or hinders the operation of the Purchasing Entity’s software, applications, and/or its end-user processing environment, the system in which it resides, or any other software or Data on such a system or any other system with which it is capable of communicating.

1.7 Embedded Software means one or more software applications which permanently reside on a computing device.

1.8 End User Agreement means any agreement or additional terms and conditions that

Docusign Envelope ID: 91BF4739-DB94-49D9-80B8-2B001AC17F56

Purchasing Entities are required to sign or accept with Contractor, Fulfillment Partner, or Third-party Provider in order to participate in this Master Agreement and/or receive a Product, including an End User License Agreement (EULA), customer agreement, memorandum of understanding, lease agreement, Contractor’s order form, terms of use, or any other named document to the same effect. End User Agreements must contain a clear reference to the Master Agreement including the name of the Contractor and Master Agreement number by which the End User Agreement is governed by and operating under. An End User Agreement may only include terms and conditions unique to the Product and Services provided, and not include general terms and conditions already covered by the Master Agreement or applicable Participating Addendum. Specifically, End User Agreements may not contain the following general terms and conditions already covered by the Master Agreement. If any of the following general terms and conditions are included in an End User Agreement and/or other terms and conditions that contradict terms already contained in the Master Agreement or applicable Participating Addendum, such terms will be considered null and void. If any term in an End User Agreement is determined to be null and void, the remaining terms shall remain in place with full force and effect.

a. Indemnity

b. Limitation of Liability

c. Governing Law and Venue

d. Arbitration or Dispute Resolution

e. Force Majeure

f. Ordering

g. Payment (payment schedules and milestones are acceptable)

h. Termination

i. Defaults and Remedies

j. Master Agreement Order of Precedence

1.9 Hardware is defined as any physical component that make up a computer, electronic, or IT infrastructure system.

1.10 High Risk Data is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“High Impact Data”). This refers to the Data for which the loss of confidentiality, integrity, or availability could have a severe or catastrophic adverse effect on organizational operations, organizational assets, or individuals.

1.11 Infrastructure as a Service (IaaS) Further defined in section A.1. IaaS as used in this Master Agreement is defined as the capability provided to the consumer to provision processing, storage, networks, and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed applications; and possibly limited control of select networking components (e.g., host firewalls).

1.12 Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

1.13 Lead State means the State centrally administering any resulting Master Agreement(s) who is a party to this Master Agreement.

1.14 Low Risk Data is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“Low Impact Data”).

1.15 Master Agreement means the underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended.

1.16 Moderate Risk Data is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“Moderate Impact Data”).

1.17 NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State.

1.18 Non-Public Data means High Risk Data and Moderate Risk Data that is not subject to distribution to the public as public information. It is deemed to be sensitive and confidential by the Purchasing Entity because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information.

1.19 Order or Purchase Order means any Purchase Order, sales order, contract or other document used by a Purchasing Entity to commit funds in exchange for a Contractor’s delivery of one or more Products under this Master Agreement.

1.20 Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements (e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.).

1.21 Participating Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

1.22 Participating State means a state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum.

1.23 Personal Data means data alone or in combination that includes information relating to an individual that identifies the individual by name, identifying number, mark or description can be readily associated with a particular individual and which is not a public record. Personal Information may include the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information, including account number, credit or debit card numbers; or Protected Health Information (PHI) relating to a person.

Federal Tax Information (FTI) as defined by the federal government Internal Revenue Service Publication 1075 (as updated, replaced, or amended over time).

1.24 Platform as a Service (PaaS) Further defined in section A.1. PaaS as used in this Master Agreement is defined as the capability provided to the consumer to deploy onto the cloud infrastructure consumer-created or -acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services, and tools from other sources. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, or storage, but has control over the deployed applications and possibly application hosting environment configurations

1.25 Product or Products and Services means any equipment, software (including Embedded Software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Product includes goods and services.

1.26 Protected Health Information (PHI) means individually identifiable health information transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C.

1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer. PHI may also include information that is a subset of health information, including demographic information collected from an individual, and (1) is created or received by a health care provider, health plan, employer or health care clearinghouse; and (2) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual

1.27 Purchasing Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

1.28 Service Level Agreement or SLA means a written agreement between both the Purchasing Entity and the Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating Addendum unless otherwise expressly agreed in writing between the Purchasing Entity and the Contractor. SLAs should include: (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2)the amount of time required for notice by the provider to the public jurisdiction of upcoming changes, (3) security notice requirements, (4) timeframes for response to operational problems and failures, (5) description of service quality, (6) identification of roles and responsibilities, () remedies, such as credits, and (8) an explanation of how remedies or credits are calculated and issued.

1.29 Software as a Service (SaaS) Further defined in section A.1. SaaS as used in this Master Agreement is defined as the capability provided to the consumer to use the Contractor’s applications running on a Contractor’s infrastructure (commonly referred to as ‘cloud infrastructure). The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web-based email), or a program interface. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings

1.30 Solicitation means the Solicitation resulting in this Master Agreement.

1.31 Subcontractor includes contractors, manufacturers, distributors, suppliers, or consultants, at any tier, that are under the direct or indirect control or responsibility of

Contractor, including a person or entity that is, or will be, providing Product or Products and Services pursuant to this Master Agreement.

II. Term of Master Agreement II.1 Initial Term. The initial term of this Master Agreement is for ten (10) years. The

Lead State may, prior to execution, adjust the effective date or duration of the initial term or renewal period of any Master Agreement for the purpose of making the Master Agreement coterminous with others.

II.2 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.

II.3 Amendment Term. The term of the Master Agreement may be amended past the initial term and stated renewal periods for a reasonable period if in the judgment of the Lead State a follow-on competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection will not be deemed to limit the authority of a Lead State under its state law to otherwise negotiate contract extensions.

III. Order of Precedence III.1 Order of Precedence. The following Order of Precedence will apply to any purchase or Order made under this Master Agreement:

III.1.1 A Participating Entity’s Participating Addendum (“PA”);

III.1.2 The following Master Agreement Attachments: Attachment A: NASPO

ValuePoint Master Agreement Terms and Conditions, including A.1, A.2, and A.3 as applicable, Attachment B: Scope of Work, and Attachment C:

Pricing Discounts and Schedule;

III.1.3 A Purchase Order, Service Level Agreement, or Statement of Work/specifications issued against the Master Agreement;

III.1.4 The Solicitation or, if separately executed after award, the Lead State’s bilateral agreement that integrates applicable provisions;

III.1.5 Attachment D: Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State;

III.1.6 Attachment E: Contractor, Fulfillment Partner, or Third-party Provider’s End User Agreement issued against a Participating Addendum. End User Agreements are expected to be negotiated by a Purchasing Entity seeking to utilize the solution at the time a Project is entered into;

III.1.7 Any other Attachments to the Master Agreement not listed above.

III.2 Conflict. These documents will be read to be consistent and complementary. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

III.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify, or otherwise derogate any provisions in this Master Agreement between the Lead State and Contractor. The term of a Participating Addendum will not exceed the term of this Master Agreement, except when a Participating Entity determines an extension of its Participating Addendum is necessary to avoid a lapse in contract coverage and is permitted by law.

IV. Participants and Scope

IV.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed.

IV.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum, subject to Section III. For the purposes of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g., purchase order or contract) used by the Purchasing Entity to place the Order.

IV.3 Scope of Work Updates. At the discretion of the Lead State, and subject to agreement by the parties, the scope of this Master Agreement may be amended to include or accommodate new or updated models, versions, or technologies related to the objectives and deliverables set forth in the Solicitation.

IV.4 Obligated Entities. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities.

IV.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each Participating Addendum to pa@naspovaluepoint.org to support documentation of participation and posting in appropriate databases.

IV.6 Participating Entities.

IV.6.1 If not proscribed by law or by the Chief Procurement Official of the state in which the entity is located, an entity may be eligible to execute a Participating Addendum directly with Contractor. Such entities may include:

IV.6.1.1 Political subdivisions, public agencies, and service districts;

IV.6.1.2 Public and private educational institutions, including K-12 public, charter, and private schools; institutions of higher education;

and trade schools;

IV.6.1.3 Federally recognized tribes;

IV.6.1.4 Quasi-governmental entities; and IV.6.1.5 Eligible non-profit organizations.

IV.6.2 Prior to execution of a Participating Addendum with an entity listed above, mailto:pa@naspovaluepoint.org

Contractor shall coordinate with NASPO to confirm the entity’s eligibility to execute a Participating Addendum. A determination that an entity is eligible to execute a Participating Addendum is not a determination that procurement authority exists; each entity must ensure it has the requisite procurement authority to execute a Participating Addendum.

IV.7 Prohibition on Resale. Subject to any specific conditions included in the Solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations.

Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of Intellectual Property.

IV.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, including but not limited to any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

IV.9 Release of Information. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan.

IV.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent.

V. NASPO ValuePoint Provisions V.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master Agreement.

V.2 Administrative Fees V.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of Products and Services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

This fee is to be included as part of the pricing submitted with a vendor’s response to the Lead State’s Solicitation.

V.2.2 State Imposed Fees. Some states may require an additional fee be paid by Contractor directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee rate or amount, payment method, and schedule for such reports and payments will be incorporated into the applicable Participating Addendum. Unless agreed to in writing by the state, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

V.3 NASPO ValuePoint Summary and Detailed Usage Reports V.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). By placing an Order under this Master Agreement, a Purchasing Entity agrees to have their Data (i) included in reports submitted by Contractor to NASPO ValuePoint and (ii) used by NASPO ValuePoint as set forth in this Master Agreement without limitation, unless otherwise requested in writing by the Purchasing Entity and agreed to in writing by NASPO. Timely and complete reporting of Sales Data by Contractor is a material requirement of this Master Agreement.

Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, Data, and information provided under this section.

V.3.2 Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

V.3.3 Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

V.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint.

Product Crosswalks must include Contractor’s part number or SKU for each Product in Offeror’s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, Product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating.

Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor’s customer lists and Product catalog change.

V.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues.

NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

V.3.6 Obligation to Act in Good Faith. The parties acknowledge that this Master Agreement and its terms and pricing have been negotiated for the benefit of the parties, NASPO ValuePoint, Participating Entities, and Purchasing Entities. Apart from a Participating Addendum or Order, Contractor shall not intentionally induce a potential Participating Entity or Purchasing Entity to enter into a separate agreement, the pricing and terms of which are derived from this Master Agreement, for the purpose of avoiding compliance with Contractor’s obligations under Section V.

Nothing in this Section 5.3.6 shall prohibit Contractor from contracting with an entity with substantially similar pricing and terms if such pricing and terms are independently negotiated with the entity or are consistent with pricing and terms ordinarily offered by Contractor to public sector customers.

V.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review

V.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the master agreement and Participating Addendum process, and the manner in which eligible entities can participate in the Master Agreement.

V.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as Participating Addendums are executed, provide plans to launch the program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Participating Entity and eligible Purchasing Entities.

V.4.3 Annual Contract Performance Review. Contractor shall participate in an annual contract performance review with the Lead State and NASPO ValuePoint, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, marketing materials, Contractor reporting, and timeliness of payment of administration fees.

V.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint.

V.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

V.5 NASPO ValuePoint eMarketPlace V.5.1 The NASPO ValuePoint cooperative provides an eMarketPlace for public entities to access a central online platform to view and/or purchase the goods, services, and solutions available from NASPO ValuePoint’s cooperative Master Agreements. This eMarketPlace is provided by NASPO at no additional cost to the Contractor or public entities. Its purpose is to facilitate the connection of public entities with Contractors who meet the requisite needs for a good, service, or solution by that entity through a NASPO ValuePoint Master Agreement.

V.5.2 Contractor shall cooperate in good faith with NASPO, and any third party acting as an agent on behalf of NASPO, to integrate Contractor’s industry presence by either an electronic hosted catalog, punchout site, or providing eQuotes through the NASPO eMarketPlace, per the Implementation Timeline as further described below.

V.5.3 Regardless of how Contractor’s presence is reflected in the eMarketPlace (i.e., hosted catalog, punchout site, or eQuote), Contractor’s listed offerings must be strictly limited to Contractor’s awarded contract offerings through the NASPO award. Products and/or services not authorized through the resulting NASPO cooperative contract should not be viewable by NASPO ValuePoint eMarketPlace users. Furthermore, Products and/or Services not authorized through a Participating Addendum should not be viewable by NASPO ValuePoint eMarketPlace users utilizing that Participating Addendum. The accuracy of Contractor’s offerings through the eMarketPlace must be maintained by Contractor throughout the duration of the Master Agreement.

V.5.4 Contractor agrees that NASPO controls which Master Agreements appear in the eMarketPlace and that NASPO may elect at any time to remove any of Contractor’s offerings from the eMarketPlace.

V.5.5 Contractor is solely responsible for the accuracy, quality, and legality of Contractor’s Content on the eMarketPlace. “Content” means all information that is generated, submitted, or maintained by Contractor or otherwise made available by Contractor on the eMarketPlace, including

Contractor catalogs. Contractor’s Content shall comply with and accurately reflect the terms and pricing of this Master Agreement.

V.5.6 Contractor’s use of the eMarketPlace shall comply with the eMarketPlace’s Terms of Use.

V.5.7 Contractor is solely responsible for the security and accuracy of transactions facilitated through the eMarketPlace, including the assessment, collection, and remittance of any sales tax.

V.5.8 Lead State reserves the right to approve all pricing, catalogs, and information on the eMarketPlace. This catalog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval shall not waive the requirement that Products and Services be offered at prices required by the Master Agreement.

V.5.9 NASPO Participating Entities may have their own procurement system, separate from the NASPO eMarketPlace, that enables the use of certain NASPO Master Agreements. In the event one of these entities elects to use this NASPO ValuePoint Master Agreement (available through the eMarketPlace) but publish to their own eMarketPlace, Contractor agrees to work in good faith with the entity and NASPO to implement the catalog.

V.5.10 In the event a Participating Entity has entity-specific catalog requirements set forth in its Participating Addendum (e.g., entity-specific pricing, restrictions in the scope of offerings, etc.), Contractor shall ensure its eMarketPlace Content for that Participating Entity accurately reflects and is compliant with these requirements.

V.5.11 Implementation Timeline: Following the execution of Contractor’s Master Agreement, NASPO will provide a written request to Contractor to begin the onboarding process into the eMarketPlace. Contractor shall have fifteen (15) days from receipt of written request to work with NASPO to set up an enablement schedule, at which time the technical documentation for onboarding shall be provided to Contractor. The schedule will include future calls and milestone dates related to test and go live dates.

V.5.11.1 Contractor’s NASPO eMarketPlace account with eQuoting functionality shall minimally be established within thirty (30) days following the written request.

V.5.11.2 Contractor shall deliver either a (1) hosted catalog or (2) punchout site, pursuant to the mutually agreed upon enablement schedule.

V.5.11.3 NASPO will work with Contractor to decide which structures between hosted catalog, punchout site, and/or eQuoting as further described below will be provided by Contractor.

V.5.11.3.1 Hosted Catalog. By providing a hosted catalog, Contractor is providing a list of its awarded Products/Services and pricing in an electronic Data file in a format acceptable to NASPO, such as a tab delimited text file. Contractor is solely responsible for ensuring the most up-to-date versions of its Product/Service offerings approved by the Lead State under this Master Agreement are reflected in the eMarketPlace.

V.5.11.3.2 Punchout Site. By providing a punchout site, Contractor is providing its own online catalog, which must be capable of being integrated with the eMarketPlace as a Standard punchout via Commerce eXtensible Markup Language (cXML). Contractor shall validate that its online catalog is up-to-date. The site must also return detailed UNSPSC codes for each line item.

V.5.11.3.3 eQuoting. NASPO will work with Contractor to set up participation and use to provide eQuotes through the NASPO eMarketPlace. This requirement would be in addition to any requirement to provide a hosted catalog or punchout site.

V.5.12 Hosted catalogs and punchout sites will provide all of the eMarketPlace standard Data elements/information including, but not limited to, the following:

V.5.12.1 The most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date Product/Service offering the Contractor is authorized to provide in accordance with this Master Agreement;

V.5.12.2 A Lead State contract identification number for this Master Agreement;

V.5.12.3 Detailed Product line item descriptions;

V.5.12.4 Pictures illustrating Products, services, or solutions where practicable; and V.5.12.5 Any additional NASPO, Lead State, or Participating Addendum requirements.

V.6 Cancellation In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the Master Agreement or not exercise an option to renew, when utilization of Contractor’s Master Agreement does not warrant further administration of the Master Agreement. The Lead State may also exercise its right to not renew the Master Agreement if the Contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor.

Cancellation based on nonuse or under-utilization will not occur sooner than two years after execution of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement or terminate for default subject to the terms herein. This subsection also does not limit any right of the Lead State to cancel the Master Agreement under applicable laws.

V.7 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

V.8 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO

ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.

VI. Pricing, Payment & Leasing VI.1 Pricing. The prices contained in this Master Agreement or offered under this Master

Agreement represent the not-to-exceed price to any Purchasing Entity.

VI.1.1 All discounts must be guaranteed for the initial term of the Master

Agreement.

VI.1.2 Requests for a discount adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement will not be effective unless approved in writing by the Lead State.

VI.1.3 No retroactive adjustments to prices or rates will be allowed.

VI.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after acceptance will be made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later.

After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the manner specified in the Participating Addendum or Order. Payments may be made via a purchasing card with no additional charge.

VI.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity.

VII. Ordering VII.1 Order Numbers. Master Agreement order and Purchase Order numbers must be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

VII.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost, and other factors considered.

VII.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.

VII.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

VII.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement and applicable Participating Addendum during the term of the Master Agreement and Participating Addendum.

VII.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or definite performance period past the then-current termination date of this Master Agreement. In the event the term of any such Order placed under this Master Agreement extends past the termination or expiration of this Master Agreement, the terms and conditions of this Master Agreement shall remain in full force and effect as it applies to such Order and will continue in effect for such Order until the term of that Order expires.

VII.5.2 Notwithstanding the previous, Orders must also comply with the terms of the applicable Participating Addendum, which may further restrict the period during which Orders may be placed or delivered.

VII.5.3 Financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

VII.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor shall perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.

Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Master Agreement, or in any manner inconsistent with this Master Agreement’s terms.

VII.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

VII.5.6 An Order, including a recurring service, maintenance, or software subscription or upcoming renewal, may be canceled before delivery or performance with 30 days advanced written notice provided by the Purchasing Entity. Purchasing Entity will compensate Contractor up to the date of the cancellation notice for expenses incurred, if any. Any order cancellation will not impact the Master Agreement.

VII.6 Order Form Requirements. All Orders pursuant to this Master Agreement, at a minimum, must include:

VII.6.1 The services or supplies being delivered;

VII.6.2 A shipping address and other delivery requirements, if any;

VII.6.3 A billing address;

VII.6.4 Purchasing Entity contact information;

VII.6.5 Pricing consistent with this Master Agreement and applicable Participating

Addendum and as may be adjusted by agreement of the Purchasing Entity and Contractor;

VII.6.6 A not-to-exceed total for the Products or Services being ordered; and VII.6.7 The Master Agreement number or the applicable Participating Addendum number, provided the Participating Addendum references the Master Agreement number.

VII.7 Communication. All communications concerning administration of Orders placed must be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

VII.8 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non- Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

VIII. Shipping and Delivery VIII.1 Shipping Terms. All deliveries will be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor.

VIII.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain the Contractor’s until final inspection and acceptance when responsibility will pass to the Purchasing Entity except as to latent defects, fraud, and Contractor’s warranty obligations.

VIII.2 Minimum Shipping. The minimum shipment amount, if any, must be contained…