Master Services Agreement

End User Computing (EUC) Services between

The Virginia Information Technologies Agency on behalf of

The Commonwealth of Virginia and

[Supplier]

½ ½ RFP 2026-03 – End User Computing (EUC) Services Master Services Agreement

Table of Contents Page

Note to Supplier: Please use the table below to document any suggested changes or exceptions to provisions within this Exhibit. You may add rows as needed or change the layout for this page to landscape.

MASTER SERVICES AGREEMENT

(End User Computing (EUC) Services) This Master Services Agreement (this “Agreement”), effective as of [Date], 20__ (the “Effective Date”), is between the Virginia Information Technologies Agency (“VITA”) pursuant to §2.2-2011 and §2.2-2012 of the Code of Virginia and on behalf of the Commonwealth of Virginia (sometimes hereinafter the “Commonwealth”), and [Supplier Name] (the “Supplier”), a [Entity type and domicile] with its principal offices located at _______________, __________, __________ _________ (each, a “Party” and collectively, the “Parties”). This Agreement includes (a) the following terms and conditions (i.e., this introductory paragraph through Section 23.26 (Contract Documents)) (these “General Terms and Conditions”), and (b) any Exhibits or other attachments identified in Section 23.26 (Contract Documents).

Capitalized terms used in this Agreement have the meaning as provided (i) where each term is used or (ii) in Exhibit 1.1 (Definitions). Exhibit 1.1 (Definitions) lists the capitalized terms used in this Agreement and either provides a definition for the term or provides a reference to the particular document and section containing the definition.

Whereas, VITA provides Commonwealth-wide IT infrastructure and related services comprised of multiple interconnected goods, Services and Solutions across multiple suppliers to Customers and their Executive Branch End Users. Whereas, these services are critical to the ongoing operations of the Commonwealth, and to the coordination and delivery of services to the citizens of the Commonwealth, including critical public health and safety services; and Whereas, VITA wishes to enter into this Agreement to provide the End User Computing Services, including end-user computing devices (such as desktop computers, laptops, tablets, and peripherals) and associated Software and Services to maximize productivity and connectivity for Commonwealth Customers and their end users.

Now therefore, in consideration of the mutual promises and covenants contained herein, and of other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, VITA and Supplier hereby agree as follows:

SERVICES

Scope of Services . Supplier shall provide to VITA and other Customers designated by VITA the following services (the “Services”):

All functions, responsibilities, activities, deliveries, and tasks necessary to fulfill the technical and solution requirements, along with all related obligations of the Supplier, provided in Exhibit 2.0 (Description of Services and Solution) and all subsequent Solution Requests for Solution Services hereunder.

The functions, responsibilities, activities, deliveries, and tasks that are reasonably related to any of the Services and that were performed in the twelve (12) month period prior to the Effective Date by (a) employees, contractors, third party suppliers and other personnel of VITA or any other Customer who are displaced, or whose Functions are displaced, as a result of this Agreement; or (b) non-personnel resources transferred or made available to the Supplier or displaced, or the Functions of which are displaced, as a result of this Agreement.

Cloud Services . In performing any cloud-based Services or Functions, Supplier will ensure that the cloud-based Services comply with the applicable VITA Rules, standards, policies, and then-current guidelines published by VITA.

Solution Services Solution Services. In addition to any Services then provided for in this Agreement, Supplier shall perform agreed upon one-time or nonrecurring services that are within the scope of the Agreement, but that are not included in the Service Catalog or otherwise reasonably necessary to satisfy any requirement contained in Exhibit 2.1 (Description of Services –End User Computing Services) of the Agreement (“Solution Services”). Solution Services must be requested by VITA or Customer (‘Solution Request’) and the Solution Request must be approved by VITA. Note that VITA may deny a Solution Request, but cannot accept an RFS on behalf of a Customer. The Solution Request shall refer to this Agreement and provide details of the Solution Services. Solution Requests are not binding on the Parties until fully approved by authorized representatives of VITA and Customer.

General Prohibition on Supplier Acting as Reseller. Except as explicitly provided in Exhibit 2.1 (Description of Services - End User Computing Services), the Supplier shall not offer for independent sale any piece of Software, Hardware, nor associated implementation charges that are not directly related to provision of Supplier’s Solution, or Solution Services. This general prohibition does not apply to orders placed by Participating Entities under Section 23.27 (VITA, Customers, and Participating Entities).

Solution Requests.

Request and Prioritization. Only VITA may request, define, and set the priority for Solution Services. Services that are available through the Service Catalogue shall be ordered through Service Requests. Supplier shall perform the Solution Services as set forth in each Solution Request.

Limitations on Solution Requests. Solution Requests are not intended, and shall not be used by either of the Parties, to re-negotiate or otherwise change terms and conditions that have been negotiated and set forth in the Agreement. It is expressly acknowledged and agreed by Supplier and VITA that under no circumstances shall Services then currently in scope to be provided by Supplier under this Agreement be converted into Solution Services for which there shall be additional Charge. In the event of a conflict between the MSA and any Solution Request, the MSA shall govern.

Charges for Solution Services.

To the extent Solution Services can be performed by Supplier using Supplier Personnel already assigned to the Services within their proportional assignment (i.e., Supplier Personnel assigned 50% to the Services would not have to exceed that scope) without affecting schedules or Service Levels or otherwise adversely affect the Services, the Solution Services will be performed at no additional Charge, except to the extent of required Third Party expenses necessary to the Solution Services, which Third Party expenses shall be subject to the prior approval of VITA.

To the extent such Solution Services cannot be performed by Supplier Personnel in accordance with Section 1.3.2 (c) (i) (Supplier’s Charges for Solution Services), VITA may, if reasonably practicable, agree to temporarily forego Service Levels or other contractual performance to permit the Solution Services to be performed using the Supplier Personnel already assigned to the Services at their then current assignment levels.

To the extent such Solution Services cannot be performed by Supplier Personnel in accordance with Sections 1.3.2(c)(i) and 1.3.2(c)(ii), (Supplier’s Charges for Solution Services) shall be as mutually agreed by VITA and the Supplier.

Preparation and Execution of Solution Requests. If VITA or Customer so requests, Supplier shall promptly prepare a detailed proposal, including applicable Charges, if any and submit the proposal as per the submission process defined in the Service Management Manual, Supplier shall make any amendments to the Solution Request reasonably requested by VITA and mutually agreed by the Parties. Upon agreement by VITA and Supplier to the Solution Request, VITA or Customer shall approve the Solution Request. Note that VITA may deny a Solution Request, but cannot accept an RFS on behalf of a Customer Once approved, the Solution Request will be deemed part of this Agreement, and the Solution Services shall constitute part of the Services hereunder. Solution Requests shall be effective only when approved by VITA or Customer. The hours expended by Supplier in preparing Solution Requests, Solution Request amendments or other proposals or plans or reporting on the status of Solution Request shall not be chargeable to VITA.

Managed Environment.

VITA has established a multi-provider, integrated services platform (the “Integrated Services Platform”) to deliver certain IT services to VITA and the other Customers within the IT environments VITA supports (collectively, the “Managed Environment”), as further described in Exhibit 1.0 (Integrated Services Platform) and in further notices VITA may issue to Supplier from time to time. The Integrated Services Platform comprises services provided by multiple third party suppliers, including Supplier (each, an “Integrated Supplier”), with which VITA contracts from time to time to provide services to VITA and other Customers. The Managed Environment requires the Integrated Suppliers to coordinate and cooperate with each other, notwithstanding that they may otherwise be competitors, toward the common goal of uninterrupted, high quality service to VITA and the other Customers. Accordingly, in performing the Services and its other obligations under this Agreement, Supplier must interact and cooperate with others within the Managed Environment in a manner that, gives foremost consideration to the best interests of VITA and the other Customers. As an Integrated Supplier within the Managed Environment, Supplier acknowledges and agrees to the following:

(i) timely provision of physical access and electronic access to business processes and associated Equipment, Materials and/or Systems to the extent necessary and appropriate for Customers or other Integrated Suppliers to perform the work required of or assigned to them. (ii) timely provision of written requirements, standards, policies or other documentation for the business processes and associated equipment, materials or systems procured, operated, supported, or used by Supplier in connection with the Services. (iii) timely provision of access to VITA Data to Customers and/or other Integrated Suppliers. (iv) timely provision of cooperation and assistance in connection with Transition Out Assistance to facilitate the orderly transfer of terminated Services from Supplier to Customers and/or other Integrated Suppliers and ensure that there is no degradation in the performance of Services caused by the adjustments made by Supplier during and following such transfer of Services. (v) establishing procedures and other arrangements with other Integrated Suppliers to ensure continuity of seamless service (including the Services) to the Customers and (vi) any other cooperation or assistance reasonably necessary for the Customers and other Integrated Suppliers to perform their operations and activities.

1.4.1 Integrated Services Platform. The Integrated Services Platform will include the development and utilization of a Service Management Manual and Operating Level Agreements as follows:

Service Management Manual. As part of managing the Integrated Services Platform, VITA developed a Service Management Manual (the “Service Management Manual”) which serves as a common document shared among the Integrated Suppliers (including Supplier) providing descriptions of the Managed Environment and the performance by each Integrated Supplier of its respective obligations to VITA and the other Customers in coordination and cooperation with the Customers and other Integrated Suppliers.

Operating Level Agreements. As requested by VITA, Supplier shall enter into mutually agreed joint governance and issue resolution document(s), including operating level agreements, with other Integrated Suppliers.

No provision of this Agreement, nor any right or benefit of VITA or the Customers provided for under this Agreement, shall be reduced, limited, or otherwise adversely affected (including through any increase in cost, charge, or expense) as a consequence of the terms of the Service Management Manual or any Operating Level Agreement.

Service Management Manual The Service Management Manual serves as a common document shared among the Integrated Suppliers, which all Integrated Suppliers will operate in accordance with and be subject to the terms therein, as applicable to each such party. Without limiting the foregoing, the Service Management Manual will provide detailed descriptions of the Managed Environment and the manner in which functions will be performed by the Supplier and each of the other Integrated Suppliers, including:

Equipment, Materials and Systems to be procured, used, or supported;

Documentation (including manuals, user guides and specifications) to be created and maintained by the Supplier and the other Integrated Suppliers;

specific activities to be undertaken by the Supplier in connection with each Service, including, where appropriate, the direction, supervision, monitoring, staffing, reporting, planning and oversight activities to be performed by the Supplier under this Agreement;

Operational Change Control Procedures and Contract Change Control Procedures;

procedures for VITA, Customers, and the Integrated Suppliers to interact, communicate, escalate, and resolve issues, exchange information and provide access to each other;

checkpoint reviews, testing, acceptance, controls, and other procedures to be implemented and used to assure service quality;

processes, methodologies, and controls to be implemented and used by the Integrated Suppliers to comply and confirm compliance with (1) VITA Rules. and (2) other obligations in the applicable agreements, including compliance with Laws; and other provisions related to the Managed Environment, as requested by VITA.

The Service Management Manual will be created, modified, and/or continuously updated and enhanced throughout the Term, with the MSI taking overall responsibility for preparing, updating, maintaining, and ensuring the accuracy of the Service Management Manual, with the cooperation and support of the other Integrated Suppliers. The Supplier will work with the MSI and the other Integrated Suppliers in creating and maintaining the contents of the Service Management Manual, pursuant to a process further described in this Agreement.

The Supplier will perform the Services in accordance with the most recent VITA-approved version of the Service Management Manual.

As between the Parties, the Service Management Manual will be deemed to be a Work Product owned by VITA.

Operating Level Agreements Among other things, Operating Level Agreements will:

govern how the parties thereto coordinate activities, interact, and integrate processes, ensure that there are no gaps or unnecessary duplication of responsibility, and will define at an operating level the demarcation of Functions and the touch points between such parties; and otherwise describe key dependencies between such parties.

The Supplier will execute Operating Level Agreements with the other Integrated Suppliers.

The Supplier will ensure that all Operating Level Agreements remain current and consistent with all other relevant documentation (e.g., the Service Management Manual, VITA Rules).

Each Operating Level Agreement will be subject to VITA’s review, comments, and approval. The Supplier will bear the responsibility to ensure that all other applicable Integrated Suppliers incorporate VITA’s comments, resolve any VITA concerns, and obtain VITA’s written approval prior to finalization of any such Operating Level Agreement. Similarly, in order for any amendment to an Operating Level Agreement to become effective, such amendment must be reviewed and approved in writing by VITA.

Implied Services . If any Functions, other than those expressly retained by VITA or any other Customer (or assigned to another Integrated Supplier) under this Agreement, are reasonably required for, or are incidental to or inherent in, the proper performance and provision of the Services (regardless of whether they are specifically described in this Agreement), they will be deemed to be implied by and included within the scope of the Services to be provided by the Supplier to the same extent and in the same manner as if specifically described in this Agreement.

Evolution of the Services . Throughout the Term, the Supplier will seek to improve the quality, efficiency, and effectiveness of the Services to keep pace with technological advances and support VITA’s (and Customers’) evolving business and information technology needs. Without limiting the generality of the foregoing, the Supplier will: (a) continuously identify and apply ‘best practice’ techniques and methodologies in performing and delivering the Services; (b) train Supplier Personnel in new techniques and technologies used generally within the Supplier’s organization or the information technology services industry and approved by VITA for use in rendering the Services; and (c) make investments to maintain the currency (both generally and in accordance with the particular requirements of this engagement) of the Supplier’s tools, infrastructure, software and other resources that the Supplier is required to provide under the terms of this Agreement. For clarity, changes in the Services pursuant to this Section 1.6 (Evolution of the Services) will be considered part of the Supplier’s then-current Services responsibilities and will not be considered Additional Services pursuant to Section 1.11.1 (Additional Services).

Customers

1.7.1 VITA Responsibility. VITA shall be responsible for payment for the properly invoiced Services on behalf of the Customers under this Agreement.

0. Customers The Supplier will provide the Services to the Customers. At VITA’s option, all or any portion of the Services may be utilized by any Customer for any purpose whatsoever. Where this Agreement provides for a VITA right to approve, accept, review or consent, such right may apply to any applicable Customer as directed by VITA.

For purposes of this Agreement, the Services will in all cases be deemed to be provided to VITA, and VITA will remain responsible for its own and all other Customers’ receipt and use of the Services. For clarity, breaches of this Agreement impacting Customers, and damages incurred by Customers, will be deemed to impact and be incurred by VITA for purposes of VITA’s rights and remedies under this Agreement. and VITA will be entitled to fully enforce such rights and exercise such remedies on behalf of itself and the Customers.

Services Not Exclusive. Variable This Agreement is non-exclusive. Nothing in this Agreement will be construed to limit in any way VITA’s ability to reduce the volumes of Services being provided by the Supplier, or limit VITA’s ability to request that other third parties provide, or propose to provide, services that are the same as or similar to the Services or that are part of the Services. Nothing in this Agreement prevents any Customers, including VITA, from contracting with other suppliers for any products and services, including products and services that are similar to or competitive with the Services or that are part of the Services, or from insourcing any such product or service and providing such product or service to itself or other Customers.

The Services are variable in volume. Such variations are provided for in the charging mechanisms set forth in Exhibit 4.0 (Pricing and Financial Provisions). The Supplier will be responsible for adjusting the resources used to provide the Services to accommodate the changes in volume (regardless of the amount of time remaining in the Term) in such a manner as to comply with all Service Levels and its other obligations under this Agreement. The Supplier will not be entitled to receive an adjustment to the Charges resulting from such variations in volume except as set forth in Exhibit 4.0 (Pricing and Financial Provisions). VITA makes no commitment for any minimum volume, scope, or value of the Services under this Agreement or to any minimum payments to be made to the Supplier.

Resources Used for the Services.

Except as otherwise expressly provided in this Agreement, Supplier is responsible for providing and maintaining the facilities, infrastructure, personnel, Equipment, Software, Materials, and other resources necessary to provide the Services. Certain models of Supplier-brand or VITA owned/leased equipment are supported and serviced using remote data access. Remote data access also enables Supplier to transmit Maintenance Releases or Updates for software or firmware and to remotely diagnose and modify Supplier-brand and VITA-owned/leased Equipment to repair or correct malfunctions. Supplier will ensure that remote data access will not allow Supplier to read, view or download any VITA Data, documents or other information residing on or passing through the Supplier-brand equipment, VITA owned/leased Equipment third party hardware or VITA’s information management systems. Supplier shall use remote data access solely for the purposes described in this Section, shall maintain safeguards sufficient to prevent access to VITA Data through the remote access channel, and shall transmit remote data in a secure manner in compliance with VITA Rules. Where available, VITA will allow Supplier, without charge, to establish and maintain remote data access for the purposes described above. Upon Supplier’s request, VITA or the Customer will provide contact information for Supplier-brand Equipment and VITA-owned/leased Equipment such as name and address of the VITA or Customer contact and IP and physical addresses/locations of Supplier-brand Equipment. VITA and the Customer will provide Supplier with reasonable assistance to allow Supplier to have remote data access. VITA and the Customer will ensure that remote data access is maintained at all times while maintenance Services are being performed. In the event Supplier deems Supplier-brand or VITA-owned/leased Equipment incapable of remote data access, Supplier must provide a VITA-approved alternative method of servicing the Equipment, and report such remote inaccessibility issues to VITA Triumvirate within one business day.

Notwithstanding the foregoing, if VITA or a Customer determines that for security purposes, remote data access must remain disabled, then the Parties will agree on alternate maintenance and support Services for that Equipment.

Disaster Recovery and Business Continuity . Exhibit 2.0 (Description of Services and Solution) sets forth the Supplier’s obligations with respect to Disaster Recovery and Business Continuity, including: (a) the development, maintenance, testing and execution of Disaster Recovery and Business Continuity plans with respect to the Services and the Supplier Facilities; and (b) obligations to cooperate with VITA, all other Customers, and Integrated Suppliers in the updating, testing and implementation of their own Disaster Recovery and Business Continuity plans with respect to their resources and facilities.

Changes to Services . “Change” means any material modification to the Services or Solution, including any Deliverable, Milestone, due date, and related obligation of Supplier. Only VITA may formally request a Change, which must be agreed to by the Parties as provided in this Section 1.11 (Changes to Services). The process for implementing the Change shall be carried out through the Change Control Procedures. Supplier may initiate a request for consideration of a Change through the appropriate channels by working with the VITA Service Triumvirate to provide reasonable and appropriate documentation of the rationale for and necessity of the Change, and/or the benefit to the Commonwealth of the Change.

Additional Services. “Additional Services” means Functions that VITA requests the Supplier to perform under this Agreement that (i) involve materially different obligations on the Supplier and (ii) require additional levels of resources or expenses on behalf of the Supplier for which the Supplier will then be obligated to perform under this Agreement. Functions available through the Service Catalogue are not Additional Services, and shall be ordered through Service Requests with applicable pricing as provided in Exhibit 4.0 (Pricing and Financial Provisions).

Agreement, Documentation, Scope and Implementation of Changes. If VITA requests a Change, Supplier shall promptly prepare a proposal for VITA’s consideration. The Supplier shall prepare such proposal at no additional charge to VITA and shall deliver such proposal to VITA within ten (10) business days of its receipt of VITA’s request. VITA shall provide such information as the Supplier reasonably requests in order for Supplier to prepare its proposal. VITA may accept, approve, or reject any proposal in its sole discretion and the Supplier shall not be obligated to perform any Change until a modification document is executed. Upon tentative agreement by the Parties to any Change, Supplier shall prepare a comprehensive outline of all necessary changes to this Agreement for VITA’s consideration, including any impact on the Charges, in accordance with Section 1.11.3(Charges Related to Changes). VITA shall prepare the modification document providing for the amendment of this Agreement, as well as the Service Management Manual and applicable Operating Level Agreements, for execution as appropriate. Upon execution of the modification document, the Changes shall be incorporated into the Agreement.

Exceptions A Service Request shall not be considered a request for a Change.

Supplier may, without VITA prior approval, make Changes on a temporary emergency basis only if necessary to maintain the security or continuity of the Services. Changes made by Supplier on a temporary emergency basis shall not become part of the Services and shall not relieve Supplier of any of its obligations with respect to the Services.

Implementation of Changes In implementing any Change to the Services as permitted under this Agreement, whether such Change constitutes Additional Services, modification of existing Services, removal of existing Services, or implementation of changes to the Supplier’s performance of existing Services, the Parties shall comply with the provisions of this Section 1.11 (Changes to Services):

Absent extraordinary circumstances or some other actual limitation in the Supplier’s capability or capacity, the Supplier will make Changes to the Services as requested by VITA.

All Changes must be implemented in accordance with the VITA Rules. In addition, in accordance with applicable Law, Changes constituting Additional Services must be within the scope of the services, functions, responsibilities, activities, deliveries and tasks reasonably contemplated by the RFP.

With respect to all Changes other than those Changes made on a temporary emergency basis to maintain the security or continuity of services, the Supplier will (1) schedule Changes so as not to interrupt the business operations of VITA and the other Customers, (2) prepare and deliver to VITA each month a rolling schedule for ongoing and planned Changes for the next three (3) consecutive month period, and (3) monitor and report to VITA the status of Changes that are in-progress against the applicable schedule.

With respect to any Change made on a temporary emergency basis to maintain the security or continuity of services, the Supplier will document and provide to VITA notification (which may be given orally, provided that any oral notice must be confirmed in writing to VITA within three (3) Business Days) of the Change and no later than the next Business Day after the Change is made.

Without first obtaining VITA’s written approval, which VITA may withhold at its sole discretion, the Supplier will not make or approve any change or modification in its performance of the Services or within the Managed Environment which may:

(1) have an adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality or resource efficiency of the Services or any other services or operations of VITA or the Customers;

(2) require a material change to, or have an adverse impact on VITA’s or any Customer’s operations, Environments, facilities, processes, Systems, Equipment, security, or IT environment;

(3) increase the costs, fees (including from third parties) or financial risks to VITA or other Customers; or

(4) violate or be inconsistent with VITA Rules.

Charges Related to Changes. The following shall apply with respect to Charges for Changes pursuant to this Section 1.11 (Changes to Services):

In its proposal for VITA’s consideration, the Supplier will indicate whether the Supplier believes the requested Change constitutes Additional Services and document all expected impacts of implementing the change.

If the Supplier believes the Change constitutes Additional Services, the Supplier will in all cases first propose commercially reasonable efforts to implement the Change at no additional Charge to VITA.

If the Change does constitute Additional Services, or if implementation of the Change could result in additional one-time Charges, then the Supplier will work with VITA in good faith, to explore options that could, on a commercially reasonable basis, minimize or eliminate any resulting additional costs (e.g., by reprioritizing or substituting work).

If the Change does not constitute Additional Services, or if the Supplier can nonetheless implement the Change at no additional Charges to VITA (a “No Cost Change”), then the Supplier will note in its proposal all other expected impacts of implementing the Change.

All additional charges proposed by the Supplier for the Additional Services will be included in its proposal and shall be based on the then-current fees and rates in effect under this Agreement, to the extent possible, and otherwise using rates reflecting a no less favorable discount or rate as has been applied to the then-current Charges (“Preferred Rates”). The additional charges will reflect the net effect of the Change, to the extent resources and costs can be eliminated as a result of the Change. The Supplier will inform VITA of all other impacts associated with making the Change.

Corrective Action and Other Remediation Plans . The Supplier will comply with its obligations under any corrective action, remediation or similar plans that have been developed in accordance with the applicable terms of this Agreement (including the Service Management Manual or other documentation incorporated by reference herein), as if such obligations were part of this Agreement.

Supplier Excused Performance . The Supplier’s failure to perform an obligation under this Agreement (including meeting the Service Levels) shall be excused if and to the extent such Supplier non-performance is caused by the failure of VITA (or other Customer) to timely perform expressly specified obligations under this Agreement, but only if (a) the Supplier expeditiously gives VITA notice of such failure to perform (which notice shall describe in reasonable detail the Supplier’s inability to perform under such circumstances), (b) the Supplier provides VITA with every reasonable opportunity to correct such failure to perform and thereby avoid such Supplier non-performance, (c) the Supplier identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such failure to perform, (d) the Supplier uses commercially reasonable efforts to perform notwithstanding such failure to perform, and (e) the Supplier conducts a root cause analysis and thereby demonstrates that such failure to perform is the cause of the Supplier’s non-performance. The Supplier acknowledges and agrees that the circumstances described in this Section 1.13 (Supplier Excused Performance), together with Section 21.3 (Force Majeure), are the only circumstances in which its failure to perform its obligations under this Agreement shall be excused and that Supplier shall not assert any other act or omission of VITA or other Customer as excusing any such failure on Supplier’s part. For the avoidance of doubt, failure of VITA or another customer to perform tasks, actions and responsibilities expressly assigned to it under this Agreement and upon which an obligation or responsibility of Supplier is dependent shall not be deemed a contractual breach for which remedy, other than the relief provided in this Section 1.13 (Supplier Excused Performance) is available.

Supplier Excusable Performance.

Supplier Excusable Performance situations described below are handled through distinct methodology from Section 1.13 (Supplier Excused Performance), where VITA works collaboratively within the Managed Environment to assess the situations and determine appropriate action. For issues related to delays in Implementation Milestones caused by VITA, Customer, or an Integrated Supplier, this Section 1.14 governs exclusively to the exclusion of Section 1.13.

0.0.1 Shared Accountability Failure Events. - Shared Accountability Failure Event methodology applies when a Supplier seeks excused performance for certain Service Levels on the basis of failure of another Integrated Supplier, as outlined in Exhibit 3.0 (Reporting and Service Level Management), Section 2.9 (Shared Accountability Failure Events). If Supplier has acted in good faith and in accordance with its applicable SMM & OLA timelines, VITA may also apply this methodology to items listed on the Critical Recurring Deliverables section of Exhibit 3.1 (Service Level Matrix).

Excusable Performance During Implementation/Transition. - In the event that Supplier’s proposed Implementation Milestones in Exhibit 2.4.1 (Implementation Milestones) are delayed by VITA, Customer, or Integrated Supplier, the Supplier shall submit, to VITA as soon as reasonably possible, a written notification of delay explaining any potential or actual impacts to the transition schedule. VITA, in its sole authority and discretion, shall work with the affected Integrated Suppliers to determine the appropriate remediation and transition plan adjustments. VITA’s decision shall be viewed in conjunction with Section 9.4 (Suspension or Delay of Implementation Activities).

PERFORMANCE

General Responsibility . The Supplier is responsible for managing and successfully performing, completing, and delivering the Services, subject to the overall direction of VITA and with the cooperation and support of VITA as specified in this Agreement.

Place of Performance The Supplier may not provide particular Services from any given Supplier Facility unless such facility is expressly identified in Exhibit 2.7 (Sites) as a facility from which such particular Services may be provided. Similarly, Supplier Personnel may perform Services remotely (i.e., from outside a Supplier Facility or VITA Facility) only to the extent this Agreement expressly permits the particular form of remote work for the particular Services.

The Supplier may not change the location from where any given Services are performed without VITA’s prior written consent. The Supplier will reimburse VITA for any incremental expense incurred by VITA (whether one-time or ongoing) due to a Supplier-initiated, VITA-approved relocation of Services from a Supplier Facility.

VITA Requests for Relocations If (i) VITA reasonably requests the Supplier to relocate any Services from one Supplier Facility to another Supplier Facility based on a change in security risks, business continuity risks, tax risks, or safety risks; the Supplier’s ability to attract and retain personnel resources; an increased cost to VITA; or for another concern of similar significance, and (ii) the Supplier has the capacity to perform the Services at the requested Supplier Facility (or can reasonably configure such Supplier Facility to have such capacity), then the Supplier will so relocate such Services at no cost to VITA. In such a case, the Supplier will make all commercially reasonable efforts to relocate the Services within a timeframe reasonably requested by VITA, and in no event will such relocation exceed thirty (30) days from the Supplier’s receipt of request from VITA. Supplier must provide documentation that demonstrates, to VITA’s satisfaction, any incapacity to perform the Services at the requested Supplier Facility, or inability to meet the timeline within one week of VITA’s relocation request.

For any other request by VITA to change the Supplier Facility from where any Services are provided, the Supplier will work in good faith and make commercially reasonable efforts to accommodate such request, subject to the Change Control Procedures in Section 1.11 (Changes to Services) above.

For clarity, this Section 2.2.3 (VITA Requests for Relocations) in no way limits or supersedes the Supplier’s Disaster Recovery and Business Continuity obligations, referenced in Section 1.10 (Disaster Recovery and Business Continuity) above.

Time of Performance The Supplier will provide the resources necessary to complete, and will complete, the Services in accordance with any applicable time schedules set forth in this Agreement.

The Supplier will promptly notify VITA upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any Service. The Supplier will use commercially reasonable efforts to avoid or minimize any delays in performance and will promptly inform VITA of the steps the Supplier is taking or will take to do so, and the projected actual completion (or delivery) time.

Manner of Performance . With respect to the Supplier’s performance under this Agreement:

0.0.2 Supplier shall perform all contractual obligations with the care, skill, and diligence, consistent with or above applicable professional standards currently recognized in Supplier's profession, and Supplier shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all plans, information, specifications, Deliverables, and Services furnished under this Agreement.

0.0.3 Supplier shall ensure that any contractually obligated Services or Deliverables, or both, meet or exceed the Requirements and defined Acceptance Criteria.

Quality Assurance and Continuous Improvement . In performing the Services, the Supplier will follow commercially reasonable quality assurance procedures designed to ensure that the Services are performed with a high degree of professional quality and reliability. Such procedures will include checkpoint reviews, testing, acceptance, and other procedures for VITA to continuously confirm the quality of the Supplier’s performance. The Supplier, as part of its total quality management process, will provide continuous quality assurance and quality improvement through: (a) the identification and application of proven techniques and tools from other installations within its operations, including bringing to VITA’s attention any new products or services within the scope of the Agreement that could improve Service quality or Customer experience, or lower costs and (b) the implementation of concrete programs, practices and measures designed to improve performance (including the Service Levels). Supplier agrees to grant VITA access to relevant systems to validate data provided to VITA via Service Levels and other performance indicators.

SERVICE LEVELS

Service Levels and Other Performance Standards . Beginning on the Commencement Date (or, if later, the date specified in Exhibit 3.0 (Reporting and Service Level Management)), the Supplier’s level of performance will be equal to or exceed the performance standards designated as “Service Levels” in Exhibit 3.0 (Reporting and Service Level Management) (the “Service Levels”). For matters not covered by the Service Levels, Supplier shall perform the Services at levels of accuracy, quality, completeness, timeliness, responsiveness, and resource efficiency that are at least equal to the documented or otherwise verifiable levels received by the Customers during the twelve (12) months prior to the Commencement Date and at levels that are equal to or higher than the accepted industry standards of leading suppliers of similar services.

For the avoidance of doubt, if Supplier breaches its performance obligations under this Agreement, the fact that such breach did not cause Supplier to miss the applicable Service Level shall not relieve Supplier of responsibility for such breach or any resulting damages.

Service Level Credits and Deliverable Credits Supplier recognizes that VITA is paying the Supplier to deliver certain Services at specified Service Levels. If Supplier fails to meet any Service Level, then, in addition to other remedies available to VITA, Supplier shall pay or credit to VITA the Service Level Credits to the extent provided in Exhibit 3.0 (Reporting and Service Level Management), in recognition of the diminished value of the Services resulting from Supplier’s failure to meet the agreed upon level of performance, and not as a penalty. The chart stating the credit due to VITA for failure to meet any Service Level is found in Exhibit 3.1 (Service Level Matrix).

Supplier further recognizes that the Charges are for the Services including completion of certain Deliverables, including Implementation Milestones, by the time and in the manner set forth in this Agreement. If Supplier fails to meet its obligations with respect to Deliverables that are designated as Critical Deliverables, in addition to other remedies available to VITA, Supplier shall pay or credit to VITA the Deliverable Credits to the extent provided in Exhibit 3.0 (Reporting and Service Level Management) or established as part of a Project Plan or other action plan approval process on a case-by-case basis in recognition of the diminished value of the Services resulting from Supplier's failure to meet the agreed-upon level of performance, and not as a penalty.

0.0.4 VITA and the Supplier agree that, under no circumstances shall the imposition of Service Level Credits or Deliverable Credits be construed as VITA’s sole or exclusive remedy for any failure to meet the Service Levels or Critical Deliverables to which they relate, and do not preclude additional remedies by VITA for damages related to such failures.

Measuring and Reporting Service Levels . The Supplier will implement and utilize the necessary measurement and monitoring tools and procedures required to measure and report the Supplier’s performance of the Services against the applicable Service Levels at no cost to VITA. Such measurement and monitoring will permit reporting at a level of detail sufficient to verify compliance with the Service Levels, and will be subject to audit by VITA. The Supplier will provide VITA with information and access to such tools and procedures upon request, for purposes of verification. In addition, the Supplier will make available to VITA any data in the Supplier’s possession regarding measurements taken by the Supplier with respect to any Service Levels.

CHARGES

Charges, Generally The Charges, as set forth in Exhibit 4.0 (Pricing and Financial Provisions), will fully compensate the Supplier for providing the Services. VITA will not be required to pay the Supplier any amounts for or in connection with performing the Services and fulfilling the Supplier’s obligations under this Agreement other than those amounts expressly payable to the Supplier under this Agreement. Except to the extent otherwise expressly set forth in this Agreement, (a) the Supplier will be responsible for all costs that it or any Supplier Personnel may incur in connection with this Agreement, including for facilities, assets, services, taxes and fees imposed on the Supplier or its employees, infrastructure and other items; and (b) the Supplier may not separately charge and will not be reimbursed for any overhead, or for any tools or other aids…