Public and Media Relations RFQ 2026.pdf

Public and Media Relations RFQ

1.0 General Information

1.1 Introduction

The Commonwealth Health Insurance Connector Authority (the “Connector”) is issuing this

Request for Quotes/Statement of Work (“RFQ/SOW”) to obtain proposals from qualified vendors that have experience with successful campaigns (particularly supporting state government agencies and/or health care entities), including creating coordinated, statewide press campaigns that deliver strong story placements in all media types: TV, radio, print, and digital. The Health Connector prioritizes engaging in community-based, in-person press activities, while remaining open to other opportunities to enhance media exposure and awareness of Open Enrollment and the availability of coverage during Open Enrollment periods, including the time leading up to the start of Open Enrollment. The selected vendor will support outreach to state (and as necessary, national) media, providing information about enrollment opportunities and changes in policy impacting enrollees and applicants.

The Connector is a body politic and a corporate and public instrumentality of the

Commonwealth of Massachusetts (the Commonwealth). The Connector is established pursuant to Chapter 176Q of the Massachusetts General Laws (MGLs), as added by

Section 101 of Chapter 58 of the Acts of 2006, and is an independent public entity not subject to the supervision and control of any other office, department, commission, board, bureau, agency or political subdivision of the Commonwealth. It is the Commonwealth’s designated

Health Insurance Exchange in accordance with the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act.

The Connector’s primary responsibility is to facilitate the availability, choice and adoption of private health insurance plans to eligible individuals and groups. Since January 1, 2014, the

Connector has operated as a State-Based Marketplace (SBM) that meets the requirements of the Affordable Care Act (ACA). The Health Connector offers Qualified Health Plans (QHPs) and

Qualified Dental Plans (QDPs) to eligible individuals and small businesses. Based on their family size, household income, and the cost of available health insurance, some individuals may be eligible for federal Advanced Premium Tax Credits (APTC) as well as state premium and cost sharing subsidies through the ConnectorCare program.

The Navigator program is required by the ACA and provides grants to community organizations that assist consumers (individuals, families, and small businesses), using culturally and linguistically appropriate methods, to learn about their subsidized and unsubsidized health care coverage options; access any applicable federal tax credits and other state and federal subsidies; and enroll in a health plan. Navigators engage in community events and with media to promote Health Connector coverage and raise awareness of local, in-person help.

1.2 Defined Terms

Capitalized terms not defined herein shall have the following meanings unless the context clearly indicates otherwise.

1.

a) “Agreement” means the Statement of Work that will be entered by the winning

Bidder and the Connector under this RFQ/SOW, all work orders entered into thereunder and attached hereto and all other referenced attachments hereto and thereto, as the same may be amended from time to time in accordance with the terms of the Agreement.

b) “Commonwealth” means the Commonwealth of Massachusetts (and its agencies and executive offices or agents where the context so requires).

c) “Contractor” means any Person providing the services contemplated by this

RFQ/SOW.

d) “General Counsel” means the Authority's General Counsel, or, in the event that no Person holds such title at the time in question, such other legal counsel to

Authority as Authority's Executive Director may designate.

e) “Governmental Authority” means any national or federal government, any state or other political subdivision thereof, and any other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

f) “Authority” means the Commonwealth Health Insurance Connector Authority and any of its subsidiaries, subdivisions or affiliates, and the successors or assigns thereof.

g) “Person” means any individual, partnership, corporation, limited liability company, joint venture, trust, unincorporated organization, Governmental

Authority or any other entity.

1.3 Vendor Questions

Interested parties may submit questions only in accordance with this Section. No other contact with a Connector employee and/or Board member with respect to this RFP is permitted from the date of release of this RFQ/SOW until the final Agreement is executed, unless otherwise directed by the issuing officer.

Questions regarding this solicitation or requests for additional information should be directed to connector.rfp.questions@mass.gov. All requests for additional general information must be received by 5:00 p.m. EDT on June 22, 2026. Written responses to such questions will be sent to all bidders via email by 5:00 p.m. EDT on June 26, 2026. The Connector will not respond to any requests for information from potential Bidders about this procurement other than those submitted in writing in accordance with this section.

2.0 Scope of Services

2.1. General Scope of Services

To successfully support the Health Connector before and during Open Enrollment periods, the

Health Connector requires the following services to fully create and execute earned media campaigns that support Open Enrollment periods with in-person, press-friendly events, media pitches for story placement, and other activities as warranted to ensure public awareness of the opportunity to enroll in coverage, as well as policy or other changes to enrollment processes on an annual basis:

• Message creation in conjunction with the Health Connector (July-September)

• Event planning, including identifying and securing event locations in the Health

Connector’s priority outreach communities, in conjunction with the Health Connector

• Development of media materials, including media advisories, press releases, video and photo elements, and other material as necessary, in conjunction with the Health

Connector

• Media placement development, via story pitches, op-ed placements, and other media outreach

• Creation of media lists for distribution of materials throughout the campaign

• Public event operations (September-January) including:

o Event logistics planning and site set-up as necessary o Media outreach before and after the event on behalf of the Health Connector o Attendance at events o Other activities supporting events and media outreach as necessary

• Additional media engagement activities as identified

The Health Connector is seeking to engage a qualified vendor for three Open Enrollment periods, with the Health Connector holding two additional one-year options for continuing the engagement. Vendor support would be required leading up to and through Open Enrollment, with a time period after Open Enrollment to conclude reporting and other post-Open

Enrollment activities. While Open Enrollment dates may vary year to year, generally, the vendor would be actively supporting the Health Connector from July through January or early February.

Responses should consider the Health Connector’s identified priority outreach communities and the deadlines associated with member and applicant activity before and during Open

Enrollment. These communities have higher rates of uninsurance and may benefit from additional awareness of coverage options. Priority outreach communities can vary depending on evolving data and market needs, but communities typically include cities such as the following:: Boston, Brockton, Cape Cod, Chelsea, Chicopee, Everett, Fall River, Fitchburg, Framingham, Haverhill, Holyoke, Lawrence, Leominster, Lowell, Lynn, Malden, Methuen, New

Bedford, Peabody, Pittsfield, Quincy, Revere, Salem, Somerville, Springfield, Taunton, Waltham, and Worcester.

The Health Connector anticipates an annual budget of $175,000-$250,000 for these services, with funding subject to appropriation each year.

2.2 Timeline and General Approach of Engagement

The selected vendor will be responsible for engaging in the tasks and producing the deliverables outlined above in section 2.1 during the term of the contract, and consistent with the timeframe dictated by the Health Connector.

The vendor is expected to work closely with the Health Connector throughout the engagement, with weekly (or otherwise defined periodic) communication on progress and expectations and thorough sharing of draft deliverables. The Connector must review and approve any change in scope, deliverables, or due dates.

2.3 Additional Services

In addition to completing the tasks and deliverables outlined above in section 2.1, the Health

Connector may request additional related services, including without limitation, updating messaging, locations, and events as circumstances require during the course of Open

Enrollment.

3.0 Proposal Format and Submission Deadline

3.1 Proposal Submission Process and Deadline

Responses, including proposed activities and calendar of events that includes the above required services, the required budget material as detailed in the statement of work, and examples of previous successful campaigns (particularly in health care or in coordination with state government agencies), to this RFQ/SOW must reach the Health Connector offices no later than 5:00 p.m. EDT on July 1, 2026. Responses must also be accompanied by a signed copy of all the certification schedules provided in Attachment 2 to this RFQ.

Those responses must be delivered electronically by the above date and time, via email to

Marissa Woltmann, Chief of Policy, at marissa.woltmann@mass.gov. Responses should be prepared in as concise a manner as possible, delineating the capabilities of the entity submitting the response (the “Bidder”) to satisfy the requirements of this RFQ.

4.0 Bid Evaluation, Selection, and Execution of Statement of Work

4.1 Bid Evaluation Criteria and Selection

Once a Bidder has been deemed to be compliant with the response submission instructions stated in this RFQ/SOW, the Bidder will be evaluated based on its written response and any other information available to the Health Connector.

The Health Connector will convene a procurement management team (PMT) comprised of staff members of the Health Connector. The PMT shall recommend selection by the Connector of a Bidder, whose proposal, in the aggregate, provides the best value. The Health Connector is not required to choose the Bidder that proposes the lowest cost.

4.2 Bid Selection on of Statement of Work

The selected Bidder and the Health Connector shall update the SOW to reflect the specific details of performance in the proposal including the performance and schedule, project team members and budget and then executed by the parties prior to execution. The selected Bidder will also need to agree to abide by the Health Connector Terms and Conditions (see

Attachment 1 included below). Once the SOW is finalized and it and the Health Connector mailto:marissa.woltmann@mass.gov

Terms and Conditions are executed by authorized signatories of the Eligible Entity and

Contractor, performance may begin. The Health Connector anticipates having an agreement in effect by August 15.

5.0 General Conditions

5.1 Additional Information / Best and Final Offer

It may be necessary for the Health Connector to request additional information from one or more Bidders and the Health Connector reserves the right to do so. The Health Connector may ask certain Bidders to make oral presentations. The Health Connector, at its sole discretion, will determine which Bidders will do so.

The Health Connector reserves the right, at its sole discretion, to request, at any time following submission of responses and prior to the final selection of Bidders for contract negotiation and execution, that all or some Bidders submit a best and final financial offer and/or clarify any given aspect of their response.

5.2 Reimbursement

The Health Connector will not reimburse Bidders for any costs associated with the preparation or submission of any proposal or for any travel and/or per diem expenses incurred in any presentations of such proposals.

5.3 Health Connector Rights

The Health Connector reserves the right to reject any and all proposals, to waive any minor irregularities in a proposal, to request technical corrections or clarification of information from any Bidder, and to effect any agreement deemed by it to be in its best interest with any of the

Bidders.

Issuance of this RFQ is not a guarantee that a contract will be awarded. The Health Connector may at any time prior to the execution of the final Agreement for the services covered by this

RFQ/SOW, for any reason and without penalty, notify Bidders of the cancellation of the procurement.

5.4 Applicable Laws

The Bidder shall be responsible for compliance with provisions of federal, state and local laws applicable to the development and submission of any proposal received in response hereto.

5.5 Ownership of Materials and Data

All material and data produced for the Authority under a Contract resulting from this RFQ/SOW are the exclusive property of the Authority. Any information provided by the Authority cannot be used for any purpose other than the functions described in a contract without the express written consent of the Authority.

5.6 Timely Performance:

Contractor acknowledges that expeditious completion of Contractor’s services and the expeditious delivery of the deliverables are of the utmost importance to the Authority and that

Contractor will diligently and continuously perform its Services during the term of the

Agreement.

5.7 Notices:

Unless otherwise specified in an attachment hereto, any notice hereunder shall be in writing and shall be sent either (i) by facsimile or telecopier, (ii) by courier, or (iii) by first class mail, postage, prepaid, addressed to the Project Personnel listed in the applicable work order at the addresses of such Persons indicated in the first paragraph of the Agreement (or to such other address as a party may provide by notice to the party pursuant to this Section 4.7, and shall be effective (i) if dispatched by facsimile or telecopier and delivery is electronically confirmed by said media, the day such electronic confirmation is received, (ii) if sent by courier, one business day after written confirmation by said courier of delivery, (iii) if sent by first class mail, two business days after its date of posting. A copy of each notice required to be sent to the Authority pursuant to the Agreement shall also be sent to the General Counsel.

RFQ Attachment 1 – Health Connector Terms and Conditions

Table of Contents Section 1. General Terms

1.1 Contract Effective Start Date

1.2 Payments and Compensation

1.3 Contractor Payment Mechanism

1.4 Pandemic, Disaster or Emergency Performance

1.5 Regulatory Changes

1.6 Agreement Termination or Suspension

Termination for Convenience

Termination by Health Connector for Cause

Termination for Funding Changes

Termination for Insolvency Event

All Terminations

1.7 Risk of Loss

1.8 Notification of Administrative Change

1.9 Assignment

1.10 Independent Contractors

1.11 Subcontracting

Section 2. Data Management and Confidentiality

Section 3. Public Records and Public Comment

Section 4. Representations, Warranties, Covenants and Certifications

Section 5. Confidentiality; Publicity

Section 6. Indemnification and Insurance

Section 7. Limits of Liability

7.1 Limitation on Liability

7.2 Dollar Cap on Liability

Section 8. Ownership of Intellectual Property; Software Licensing

8.1 Health Connector Materials

8.2 Contractor Materials

Section 9. Record Keeping, Audit, and Inspection of Records

Section 10. Choice of Law; Injunctive Relief

Section 11. Amendments and Waivers

Section 12. Severability

Section 13. Exit Rights

Section 14. Survival

Section 15. Binding Effect; Benefit; Entire Agreement and Attachments

Section 16. Headings

Section 17. Counterparts

Section 18. Insurance for Contractor's Employees

Section 19. Ownership of Furnishings and Equipment

Section 20. Contractor's Financial Condition and Corporate Structure

Section 21. Responsibilities of the Contractor

Section 22. Order of Precedence, Severability, Conflicts with Law, Integration

Section 23. Conflicts of Interest

Section 24. Force Majeure

Section 25. Contractor Certifications

Section 26. Corporations

Section 27. Filing of Required Certificates and Reports

Section 28. Employer Requirements

Section 29. Change in Control

Section 1. General Terms

1.1 Contract Effective Start Date

Notwithstanding verbal or other representations by the Parties, or an earlier start date indicated in a Contract, the effective start date of performance under the Agreement shall be the latter of date the Agreement has been executed by an authorized signatory of both

Parties or a later date specified in the Agreement.

1.2 Payments and Compensation

The Contractor shall only be compensated for performance delivered and accepted by the

Health Connector in accordance with the specific terms and conditions of the Agreement.

All Agreement payments are subject to appropriation, or the availability of sufficient non-appropriated funds for the purposes of the Agreement. Overpayments shall be reimbursed by the Contractor or may be offset by the Health Connector from future payments.

Acceptance by the Contractor of any payment or partial payment, without any written objection by the Contractor, shall in each instance operate as a release and discharge of the

Health Connector from all claims, liabilities, or other obligations relating to the performance of a Contract.

1.3 Contractor Payment Mechanism.

The Contractor shall timely submit invoices and supporting documentation as prescribed in the Agreement. The Health Connector shall review and return rejected invoices within fifteen (15) days of receipt with a written explanation for rejection. Payments periods listed in a Contract of less than forty-five (45) days from the date of receipt of an invoice shall be effective only to enable the Health Connector to take advantage of early payment incentives and shall not subject any payment made within the forty-five (45) day period to a penalty.

1.4 Pandemic, Disaster or Emergency Performance

In the event of a serious emergency, pandemic or disaster outside the control of the Health

Connector, the Contractor agrees the Health Connector may request performance changes related to the Agreement or may negotiate additional performance from the Contractor to address the emergency needs of the Health Connector (subject to appropriation), even if not contemplated under the original Agreement.

1.5 Regulatory Changes

State or federal regulatory changes or Carrier driven policies may change Health Connector business needs or programs. The Health Connector shall not be responsible for any state or federal regulatory changes or Carrier driven policies that may change Health Connector business needs or programs. The Contractor will work collaboratively with the Health

Connector to adjust to such changes in a timely manner through the use of change orders.

(Not every regulatory change will require a change order.)

1.6 Agreement Termination or Suspension

The Agreement shall terminate on the date specified in the Master Services Agreement, unless this date is properly amended in accordance with all applicable laws and regulations prior to this date, or unless terminated or suspended under this Section upon prior written notice to the Contractor.

The Health Connector shall have the right to terminate the Agreement with or without cause and without penalty, and to suspend the contract with cause and without penalty. The

Health Connector may also suspend or terminate the Agreement without penalty in the event of an unforeseen public emergency mandating immediate Health Connector action.

Any written notice of termination or suspension delivered to the Contractor shall state the effective date and period of the notice, the reasons for the termination or suspension, if applicable, any alleged breach or failure to perform, a reasonable period to cure any alleged breach or failure to perform, if applicable, and any instructions or restrictions concerning allowable activities, costs or expenditures by the Contractor during the notice period.

Termination for Convenience

Effective as of any time after the Agreement Effective to Date, the Health Connector may terminate the Agreement or any portion hereof for convenience by giving Contractor at least sixty (60) days written notice of such termination.

Termination by Health Connector for Cause

If Contractor defaults in the performance of any of its material obligations (or repeatedly defaults in the performance of any of its other obligations) under the Agreement, and does not cure such default within thirty (30) days of written notice thereof, then the Health

Connector may, by giving notice to Contractor, terminate the Agreement as of the termination date specified in the notice of termination. The Contractor’s material breach of any of its obligations set forth in the separate Data Management and Confidentiality

Agreement (“DMCA”) pertaining to the security and privacy of any PII, Health Connector Data or other data provided to or created by the Contractor under the Agreement, will constitute grounds for termination for cause.

Termination for Funding Changes

The Health Connector may terminate the Agreement in the event of a material loss of state or federal funding or other change in law (collectively a “Funding Change”) that renders it impossible for the Health Connector to continue to use the Contractor’s Services under the

Agreement. Upon the Health Connector’s learning of such a Funding Change, the Health

Connector shall notify the Contractor within seven (7) Business Days of i) the date in which such Funding Change will become effective and (ii) the date on which termination of the

Agreement shall become effective. Upon such notification, the Parties shall promptly meet to mutually determine a schedule for the termination of services.

Termination for Insolvency Event

The Health Connector may, by giving notice to the Contractor, terminate the Agreement upon the occurrence of an Insolvency Event in respect of the Contractor. “Insolvency Event” shall mean (1) the Contractor becomes insolvent or files (or has filed or has commenced against

it) a petition, arrangement, application, action, or other proceeding seeking relief or protection under the bankruptcy laws of the United States which is not dismissed within thirty (30) days thereafter; (ii) there is an occurrence of a material adverse change in

Contractor’s financial condition which is reasonably likely to negatively impact the

Contractor’s performance of its obligations under the Agreement, or (iii) the Contractor makes a general assignment for the benefit of creditors.

All Terminations

Regardless of the cause of termination, and subject to section 9 herein, Recordkeeping, Audit and Inspection of Records, upon termination or expiration of the Agreement, the

Contractor must immediately deliver to the Health Connector any copies of Health Connector content, any products, materials, documentation, or other deliverables developed pursuant to the engagement, and any Health Connector confidential information in its custody and control. Notwithstanding the language of section 9 herein, the Contractor shall erase and remove all copies of Health Connector content, site, application and confidential information from computer equipment and media in the Contractor’s possession, custody and control, and return such content, site, application and confidential information to the Health

Connector. The Contractor shall cooperate fully with the Health Connector in the transfer of the application and/or other engagement products to the Health Connector in accordance with the requirements of the Agreement.

The Health Connector shall pay the Contractor for all requested and authorized Services and deliverables described in the Agreement or in applicable work orders and satisfactorily performed and delivered up to and including the date of termination.

1.7 Risk of Loss

The Contractor shall bear the risk of loss for any Contractor materials used for an Agreement and for all deliverables, and for Health Connector personal or other data which is in the possession of the Contractor or used by the Contractor in the performance of an Agreement until possession, ownership, and full legal title to the deliverables and data are transferred to and accepted by the Health Connector.

1.8 Notification of Administrative Change

The Contractor shall notify the Health Connector in writing no later than thirty (30) days prior to any change affecting its organization which is reasonably likely to negatively affect its performance of Agreement responsibilities. If a change in business structure is contemplated, the Contractor shall provide a minimum of three (3) months’ written notice to the Health Connector.

1.9 Assignment

The Health Connector may assign its rights and obligations under the Agreement to any person or entity who succeeds to all or any portion of the Health Connector’s business and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. The Contractor shall not assign or transfer any right or interest in the Agreement to any successor entity or other entity without the prior written consent of the

Health Connector. The Contractor shall be authorized to assign present and prospective claims for money due to the Contractor pursuant to an agreement. The Contractor must provide sufficient notice of such assignment and supporting documentation to enable the

Health Connector to verify and implement the assignment. Payments to third party assignees will be processed as if such payments were being made directly to the Contractor and these payments will be subject to intercept, offset, counter claims or any other Health

Connector rights which are available to the Health Connector against the Contractor.

1.10 Independent Contractors

The Contractor, its employees, subcontractors and any other of its agents in the performance of the Agreement, shall act in an independent capacity and not as officers or employees of the Health Connector or the Commonwealth of Massachusetts.

1.11 Subcontracting

The Contractor may hire subcontractors in performing the requirements of the Agreement only through a written agreement and with the Health Connector’s prior written approval of any subcontracting agreement prior to its execution. The Contractor shall maintain in writing all subcontracts relating to the Agreement. The Health Connector may, at any time prior to or after the execution of such agreements, meet with the subcontractor, and require resumes of the subcontractor’s Key Personnel. All such subcontracts must contain all relevant provisions of the Agreement appropriate to the subcontracted service or activity. The

Contractor is fully responsible and liable for meeting all terms and requirements of the

Agreement regardless of whether the Contractor subcontracts for performance of any

Agreement responsibility. The Health Connector reserves the right to participate in any evaluation of the subcontractor's performance. Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under a Contract.

The Health Connector is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party.

Section 2. Data Management and Confidentiality

The Contractor is required to comply with the terms of the Data Management and

Confidentiality Agreement.

Section 3. Public Records and Public Comment

The Contractor shall collaborate with the Health Connector to prepare any public statement or announcement relating to or bearing on the work performed or data collected under the

Agreement, or to prepare any press release or for any news conference in which the Health

Connector is concerned or discussed. Contractor shall not release, make or issue any such public statement or announcement relating to the subject matter of the Agreement or the

Health Connector, without the prior written consent of the Health Connector.

As a public entity, the Health Connector is subject to the Massachusetts Public Records Law

(M.G.L. c.66 s. 10) and thus certain documents and other materials made or received by the

Health Connector are subject to public disclosure unless they are specifically exempted.

Contractor specifically acknowledges that it bears the risk that any material submitted by

Contractor to the Health Connector pursuant to the Agreement may be deemed not to qualify for a public records exemption, regardless of whether or not it is marked

“confidential”, “proprietary” or the “property of” the Contractor.

Furthermore, it is the intention of the parties that the Health Connector will continue to exercise legal custody of records received or produced under the Agreement. To the extent legally permissible, requests for access to said records received by the Contractor shall be forwarded immediately to the Health Connector for response. The Contractor will respond promptly to any request by the Health Connector for Health Connector-owned records in the custody of the Contractor, in particular to records that are the subject of legal process such as a public records request, subpoena or request for production.

The Contractor shall not release Health Connector-owned records, information or data except as authorized to deliver services under the Agreement.

Section 4. Representations, Warranties, Covenants and Certifications

As of the Agreement Effective Date, and throughout the term of the Agreement, the

Contractor hereby represents, warrants and certifies under the penalties of perjury as follows:

4.1 The Contractor is duly authorized to enter into the Agreement, and the execution, delivery and performance of the Agreement will not conflict with any other agreement or instrument to which it is a party or by which it is bound and will not violate any law, regulation, order or other legal requirement by which the Contractor or any of its assets is bound.

4.2 The Contractor and all Contractor personnel are fully capable and qualified to perform the described service(s) and Contractor’s other obligations under the

Agreement and have obtained all requisite licenses and permits to perform such obligations.

4.3 The Contractor and all Contractor personnel are familiar with, and are and will remain in compliance with, and will not take any actions contrary to the provisions of any laws, rules, regulations, ordinances, orders or requirements of the

Commonwealth and other governmental authorities applicable or implicated by the subject matter of the Agreement, including, without limitation, the statutes referenced in the Agreement.

4.4 The Contractor and its employees are independent contractors of the Health

Connector, and not employees, partners or joint-venturers of the Health Connector.

The Contractor will be solely responsible for withholding and paying all applicable payroll taxes of any nature, including social security and other social welfare taxes or contributions that may be due on amounts paid to its employees

4.5 The Contractor has filed and will continue to file all necessary state tax returns and reports, has paid and will continue to pay all taxes and has complied and will continue to comply with applicable state laws relating to Worker’s Compensation (in

Massachusetts, M.G.L. c. 152).

4.6 The Contractor shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age, sex, religion, physical or mental handicap, gender identity or sexual orientation. The Contractor agrees to comply with all applicable Federal and State statutes, rules, and regulations prohibiting discrimination in employment, including, without limitation, M.G.L. ch. 151B; Title VII of the Civil Rights Act of 1964; the Age Discrimination in

Employment Act of 1967; Section 504 of the Rehabilitation Act of 1973; the

Americans with Disabilities Act of 1990; and M.G.L. c. 151B.

4.7 All personnel supplied under the Agreement who are located in the United States are eligible to work in the United States at the Agreement Effective Date, and the

Contractor has a continuing obligation to ensure such status for the duration of the

Agreement.

4.8 The Contractor is qualified to perform the services and it will perform the services in a professional and workmanlike manner, with due care and skill, in accordance with all standards of its industry and in accordance with the terms of the Agreement.

4.9 All Contractor personnel are either employees of the Contractor or independent contractors of the Contractor. Whether employees or independent contractors, each such individual has entered into a written agreement with the Contractor validly assigning to the Contractor all intellectual property rights in Materials (as defined below in section 8) arising from performance of the Services.

4.10 Neither Contractor nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in rendering the Services under the Agreement to any federal or state department or agency.

4.11 Contractor and its subcontractors are sufficiently staffed and equipped to fulfill

Contractor’s obligations under the Agreement;

4.12 Contractor’s services will be performed:

4.12.1 By appropriately qualified and trained personnel;

4.12.2 In compliance with any Milestone Schedule included in, and the terms and conditions of, the Agreement; and

4.12.3 In accordance with all applicable professional standards for the field of expertise;

4.13 Deliverables delivered under the Agreement will substantially conform with the Tasks and Deliverable descriptions set forth in the Agreement;

4.14 All media on which Contractor provides any software under the Agreement shall be free from defects;

4.15 All software delivered by Contractor under the Agreement shall be free of Trojan horses, back doors, and other malicious code;

4.16 Contractor 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 Contractor for incorporation in the Deliverables to be developed;

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

4.18 Any systems created or modified by Contractor under the Agreement shall operate in substantial conformance with the specifications for the system or modifications for a minimum of three months (the “Warranty Period”) after the Health Connector accepts such system or modifications. During the Warranty Period, Contractor shall correct any defect in such systems at no charge to the Health Connector.

Section 5. Confidentiality; Publicity

Any information received from the Health Connector under the Agreement shall be deemed confidential. Contractor shall not use information received from the Health Connector under the Agreement except in the performance of its services thereunder and shall use reasonable means to prevent the disclosure of the Health Connector’s information to any third party. Contractor agrees that, during the term of the Agreement and thereafter, it will not disclose to any party, other than the Health Connector, any information that it obtained or developed in the course of services performed under the Agreement. The requirements of this subsection shall not apply if (a) the information is or comes to be generally available to the public through no fault of Contractor; (b) the information was independently developed by the Contractor without resort to information from the Health Connector or (c) Contractor appropriately receives the information from another source who is not under an obligation of confidentiality to the Health Connector.

Contractor shall not release, make or issue any public statement or announcement relating to the Health Connector or to the subject matter of the Agreement without the prior written consent of the Health Connector.

The services Contractor will perform under the Agreement require the Contractor to obtain, create, process, access or store PI, and Contractor will be required to execute the Health

Connector’s Data Management and Confidentiality Agreement, attached to the RFR as

Exhibit B.

The Contractor shall also protect the physical security and restrict any access to Health

Connector information in the Contractor's possession or used by the Contractor in the performance of a Contract, which shall include, but is not limited to the Health Connector’s public records, documents, files, software, equipment or systems.

Section 6. Indemnification and Insurance

To the full extent allowed by law, the Contractor shall defend, indemnify and hold harmless the Health Connector, including its employees, agents, officers and directors (the “Covered

Persons”) from and against any and all liability, loss, claims, damages, fines, penalties, costs and expenses (including legal fees and costs), judgments and awards (collectively, “Damages”) sustained, incurred, or suffered by them, or imposed upon any Covered Person resulting from arising from or related to any third party claim, based upon: (i) any breach of the Agreement or false representation of Contractor or any of its subcontractors, (ii) any negligent acts or omissions or reckless or intentional misconduct of Contractor or any of its subcontractors or any of Contractor’s or any of its subcontractor’s respective agents, officers, directors or employees, including without limitation any such acts or misconduct in the transfer, collection or accounting of data or payments from a Customer as described in the relevant sections of the Agreement that causes a delay, failure or lapse in enrollment or coverage for any customer of the Health Connector or (iii) any actual or threatened claims that the services or any work product or deliverables produced as a result thereof contain or constitute slander, libel, defamation, disparagement, piracy, invasion of privacy or publicity, unauthorized use of name or likeness of any person, plagiarism, misappropriation, or infringement of United States statutory or common law copyright, trademark, trade secret, patent or other proprietary right, except to the extent based on materials, information or statements provided in writing or approved in accordance with the Agreement by the Health

Connector for publication, dissemination or distribution. Without limiting the foregoing, Contractor shall defend, indemnify and hold harmless each Covered Person against any and all Damages that may directly or indirectly arise out of or may be imposed because of the failure to comply with the provisions of applicable law by Contractor, any of its subcontractors or any of their respective agents, officers, directors, employees or subcontractors.

Contractor shall obtain and maintain in effect through the term of the Agreement appropriate insurance coverage for its activities under the Agreement, including, but not limited to, comprehensive general liability insurance (bodily injury and property damage) and professional liability insurance. At the Health Connector’s request, Contractor will provide the Health Connector with copies of the certificates of insurance evidencing such coverage.

Section 7. Limits of Liability

7.1 Limitation on Liability

SUBJECT TO SECTION 6 HEREIN AND THE TERMS OF THE DATA MANAGEMENT AND

CONFIDENTIALITY AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT,

CONSEQUENTIAL, INCIDENTAL, COLLATERAL, EXEMPLARY, PUNITIVE OR SPECIAL LOSS OR

DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE OR ANTICIPATED SAVINGS)

REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY (WHETHER

BASED UPON AN ACTION OR CLAIM IN CONTRACT, TORT, WARRANTY, NEGLIGENCE,

INTENDED CONDUCT OR OTHERWISE) EVEN IF THE PARTY HAS BEEN ADVISED OF THE

POSSIBILTY OF SUCH DAMAGES IN ADVANCE.

7.2 Dollar Cap on Liability

Subject to Section 6, Contractor’s total aggregate liability for all claims of any kind for any loss or damage, regardless of the form of the action or the theory of recovery, whether based in contract, warranty, tort (including negligence), strict liability, intended conduct or otherwise, arising out of, under or in connection with the Agreement shall not exceed in the aggregate the greater of $100,000 or twice the value of the Agreement.

The limitations set forth in this Section 7.2 shall not apply with respect to personal injury, property damage, or intellectual property infringement; losses occasioned by Contractor’s negligence, fraud or willful misconduct; Contractor’s liability for Contractor’s indemnification obligations set forth in section 6 herein; and its obligations under the Data Management and Confidentiality Agreement.

Section 8. Ownership of Intellectual Property; Software Licensing

8.1 Health Connector Materials

Ownership and possession of all information, data, reports, computer programs, drawings, documents, designs, models, inventions, equipment and any other documentation, work product or product of tangible materials authored or prepared, in whole or in part, or purchased, obtained, or created by the Contractor pursuant to the Agreement or otherwise arising out of the performance of the services required hereunder (collectively, the

“Materials”), other than the Contractor’s administrative communications, records, and files relating to the Agreement, are the sole property of and shall vest in, the Health Connector as

“works made for hire” or otherwise.

Contractor bears the burden to prove that a work within a Deliverable was not created under the Agreement. If 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 Contractor under such law, Contractor shall and hereby irrevocably does, assign and transfer to the Health Connector free from all liens and other encumbrances or restrictions, all right, title, and interest Contractor may have or come to have in and to such Materials. Contractor HEREBY WAIVES IN FAVOR OF the Health

Connector (AND WARRANTS THAT ITS PERSONNEL WAIVES IN FAVOR OF the Health

Connector) ANY AND ALL ARTIST’S OR MORAL RIGHTS (INCLUDING, WITHOUT LIMITATION, ALL RIGHTS OF INTEGRITY AND ATTRIBUTION) IT 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.

The Health Connector will own the exclusive rights, worldwide and royalty-free, to and in all

Materials prepared and produced by the Contractor pursuant to the Agreement, including, but not limited to, United States and international patents, copyrights, trade secrets, know-how and any other intellectual property rights, and the Health Connector will have the exclusive, unlimited and unrestricted right, worldwide and royalty-free, to publish, reproduce, distribute, transmit and publicly display all Materials prepared by the Contractor. The Health

Connector shall retain exclusive intellectual property rights in all Material provided to the

Contractor by the Health Connector for incorporation into final Materials prepared by the

Contractor.

The Health Connector hereby grants to the Contractor a nonexclusive, revocable license to use, copy, modify and prepare derivative works of Health Connector Property only during the

Term and only for the purpose of performing services and developing Material for the Health

Connector under the Agreement.

The Contractor shall use Materials provided by the Health Connector for the sole purpose of fulfilling contractual obligations created by the Agreement. The Contractor hereby irrevocably assigns to the Health Connector all of the Contractor’s right, title and interest in and to the

Materials. The Contractor agrees that it shall execute all instruments and documents and take all other actions that may be reasonably necessary to protect the rights of the Health

Connector as set forth in this Section and vest in the Health Connector ownership of the

Materials, including providing any code used exclusively to develop such Material for the

Health Connector and the documentation for such code. The Health Connector shall retain exclusive intellectual property rights in all intellectual property in whatever form whatsoever

(including without limitation data, graphics and texts) provided to Contractor by the Health

Connector for incorporation into final Materials prepared by Contractor or received or developed by Contractor in the fulfillment of its obligations under the Agreement. Contractor shall use Material provided by the Health Connector for the sole purpose of fulfilling contractual obligations created by the Agreement.

Contractor acknowledges that there are currently and that there may be future rights that the Health Connector may otherwise become entitled to with respect to Health Connector

Property that does not yet exist, as well as new uses, media, means and forms of exploitation, current or future technology yet to be developed, and that Contractor specifically intends the foregoing ownership or rights by the Health Connector to include all such now known or unknown uses, media and forms of exploitation.

The Health Connector retains all right, title, and interest in and to all derivative works of

Health Connector Property.

8.2 Contractor Materials

The Contractor’s and its subcontractor’s Independently Developed Materials (defined below), administrative communications, and Pre-Existing Works (defined below), including any derivative works based upon such Independently Developed Materials or Pre-Existing

Works are not Materials and ownership of such shall remain with the Contractor (or the applicable originating party). Pre-Existing Works shall mean the Contractor’s own and its subcontractor’s own proprietary and confidential methods, systems, software (including but not limited to any premium billing, IVR, customer relationship management, and other software used to provide the Services), tools, technology and other intellectual property in existence as of the effective date of the initial term of the Agreement. Independently

Developed Materials shall mean any of the Contractor’s or its subcontractor’s methods, systems, software, tools, technology and other intellectual property used to provide the

Services which are (i) not in existence as of the effective date of the initial term of the

Agreement, and (ii) were not developed as part of or pursuant to the Agreement.

Accordingly, no title or other interest in the Independently Developed Materials or Pre-

Existing Works is granted or transferred to the Health Connector except that the Contractor hereby grants to the Health Connector a perpetual, royalty-free, paid-up, nonexclusive, irrevocable, worldwide right and license, with the right to sublicense to use, execute, reproduce, display, perform, and distribute copies of, modify and prepare derivative works based upon such Independently Developed Materials and Pre-Existing Works, solely in connection with its use of the Materials.

Notwithstanding anything contained herein to the contrary, and notwithstanding Health

Connector’s use of Contractor’s Property under the license created herein, the Contractor shall have all the rights and incidents of ownership with respect to the Contractor Property, including the right to use such property for any purpose whatsoever and to grant licenses in the same to third parties. The Contractor shall not encumber or otherwise transfer any rights that would preclude a free and clear license grant to the Commonwealth.

Section 9. Record Keeping, Audit, and Inspection of Records

The Contractor shall maintain books, records, and other compilations of data pertaining to its activities under the Agreement to the extent and in such detail as shall properly substantiate claims for payment and the Contractor's performance of its duties under the

Agreement. All such records shall be kept for a period of not less than ten (10) years or for such longer period as is specified by the Health Connector (the “Retention Period”). The

Retention Period starts on the first day after final payment under the Agreement is made.

If any litigation, claim, negotiation, audit, or other action involving the records is commenced prior to the expiration of the Retention Period, all records shall be retained until completion of the action and resolution of all issues resulting therefrom, or until the end of the

Retention Period, whichever is later.

The Health Connector, or its designees, shall have the right at reasonable times during normal

Business Hours and upon reasonable notice, to examine and copy the books, records, and other compilations of data of the Contractor which pertain to the provisions and requirements of the Agreement. Such access shall include on-site audits, reviews, and copying of records.

If such audit reveals that any portion of the fees was utilized for purposes not permitted under the Agreement, then the Contractor shall refund to the Health Connector the amount determined by such audit within thirty (30) days of the Contractor's receipt of such audit and demand and pay for the cost of the Health Connector’s audit.

The Contractor shall provide full access to records related…