WV96.pdf

WV-96

May 2026

1 | P a g e

STATE OF WEST VIRGINIA

ADDENDUM TO VENDOR’S STANDARD CONTRACTUAL FORMS

REQUIRED INFORMATION ABOUT THIS CONTRACT:

State Agency, Board, or Commission (the “State”): ____________________________________________________

Vendor: _________________________________________________________________________________

Contract Name or Identifier/Lease Number (“Contract”): ________________________________________________

Commodity/Service: _________________________________________________________________

The State and the above-identified Vendor are entering into the above-referenced contract. The Contract or other materials incorporated into this Contract may contain provisions that are inconsistent with West Virginia law, regulations, or policy.

THIS ADDENDUM SUPERSEDES, MODIFIES AND CONTROLS ANY CONFLICTING PROVISIONS CONTAINED IN

THE CONTRACT REGARDLESS OF WHEN SUCH DOCUMENTS ARE SUBMITTED.

1. PAYMENT – The State will not make any advanced payments for goods or services unless the payment is (i) authorized by the policy of the West Virginia State Auditor (e.g., software/SaaS licenses, software support services, and the first year of a software subscription), or (ii) expressly authorized in a writing by the West Virginia State Auditor and that approval is made a part of this contract. Payments are made only after the (i) receipt of the goods and/or services and

(ii) processing of all required invoice documentation to the State Auditor’s satisfaction.

The following provisions are deleted: (i) interest or penalties for late payment, (ii) payment of lost profits, termination fees, or liquidated damages upon termination, and (iii) acceleration of payments due to termination, default, or non-funding.

2. FUNDING –Payments under this Contract are contingent upon the availability of properly encumbered funds through legislative appropriation or other lawful funding sources. If funding becomes unavailable, then the State may terminate this Contract upon notice to the vendor. Non-appropriation or non-funding is not an event of default, and all work shall cease upon termination.

3. TERMINATION FOR CONVENIENCE – The State may terminate this Contract for convenience upon thirty (30) days written notice to the Vendor. The State will pay only for undisputed services rendered or goods delivered prior to termination. Any conflicting Vendor provision regarding termination is deleted.

4. GOVERNING LAW – The Contract shall be governed by the laws of the State of West Virginia or required federal law. Any provision requiring the application of any other state’s laws is deleted.

5. JURISDICTION/DISPUTES – All claims for monetary damages must be filed with the West Virginia Legislative Claims Commission. Other legal actions must be brought in courts authorized under West Virginia laws to exercise jurisdiction.

6. PRESERVATION OF STATE LEGAL RIGHTS - Notwithstanding any provision contained in this Contract or other materials incorporated into this Contract, any term that limits, waives, or otherwise restricts the legal rights available to the State is deleted. Without limitation, the following provisions are deleted:

a. Any requirement that the State agrees to (i) participate in binding arbitration or other extra-judicial dispute resolution process, (ii) waive a jury trial, or (iii) resolve disputes in any jurisdiction or venue other than the State of West Virginia.

b. Any provision requiring the State to (i) indemnify, defend, or hold harmless the Vendor or any third party, or

(ii) assume the Vendor’s business or legal risks.

c. Any provision limiting the Vendor’s liability for direct damages arising from bodily injury, death, or damage to property (tangible or intangible) caused by the negligence or willful misconduct of the Vendor or its employees or agents. Any limitation of liability is enforceable only to the extent permitted by West Virginia Law.

d. Any provision requiring the State to waive or limit its legal rights, claims or defenses.

e. Any provision limiting the time within which the State may file a claim or initiate any legal action.

f. Any provision permitting repossession of equipment without notice to the state. Repossession may occur only with appropriate notice.

g. Any provisions requiring the State to pay Vendor’s attorney fees, collection costs, or litigation expenses are deleted except in cases where they are ordered by a court of competent jurisdiction.

7. TAXES – The State is exempt from federal, state, and local taxes. Any provision requiring the State to pay taxes on behalf of the Vendor is deleted. The State will provide a tax-exempt certificate upon request.

WV-96

May 2026

2 | P a g e

8. ASSIGNMENT – No assignment of this contract is effective and binding until the State and Vendor execute a change order to this Contract. This Contract is automatically terminated if the assignment is to a person or entity with whom the State is prohibited from doing business. In that circumstance, Vendor agrees to pay the State a pro-rata refund equal to the cost paid for the unused portion of the commodity or service provided. The State may assign this Contract to another State agency, board or commission upon thirty (30) days written notice to the Vendor.

9. RENEWAL/MODIFICATION – This Contract may be renewed, extended, amended, or modified only by written agreement signed by both parties and approved, as to form, by the Attorney General. Any automatic renewal or modification provision is deleted.

10. INSURANCE – Any provision requiring the State to maintain insurance for the benefit of the State, the Vendor or any third party is deleted.

11. DELIVERY – All deliveries under the Contract shall be FOB destination unless the State expressly and knowingly agrees otherwise in writing. Any contrary delivery term is deleted.

12. PUBLIC RECORDS AND CONFIDENTIALITY – This Contract and related records are subject to the West Virginia Freedom of Information Act (“W. Va. FOIA”) (W. Va. Code §29B-1-1 et seq.) and applicable public procurement laws.

Any provision requiring Vendor consent or notice prior to disclosure is deleted.

All provisions requiring the non-disclosure of information must be (i) permitted by West Virginia law, (ii) incorporated through a separately signed writing, and (iii) approved, as to form, by the Attorney General.

13. DATA OWNERSHIP. During and after the term of this Contract, the State retains all ownership rights to information or data that the State provides to the Vendor, or which the Vendor collects or captures while providing its services (hereafter “Data”). The Vendor agrees to only use the Data to provide the procured services. Without limitation, the following provisions are deleted:

a. Any provision granting the Vendor or any other person or entity: (i) rights to sell, license or otherwise exploit the Data, (ii) use rights (including without limitation the right to use the Data to train machine learning and/or artificial intelligence models) or (iii) any other proprietary interests in the Data.

b. Any provision that defines “Data” in a manner that excludes from these protections: (i) transaction or system-based data, including metadata, (ii) Data once it has been de-identified, anonymized, or aggregated, or (iii) vendor analytics performed on the Data.

Before contract termination, the Vendor agrees to coordinate with the State, to either (1) destroy the Data or (2) return it to the State in the format requested by the State. This shall be done without further conditions, costs, or delays.

14. THIRD-PARTY SOFTWARE – If this Contract contemplates or requires binding the State to third-party’s end-users license agreement (EULA), the Vendor represents that none of the mandatory click-through, unsigned, or web-linked EULA terms and conditions conflict with any term of this Addendum or that it has the authority to modify such third-party software’s terms and conditions to be subordinate to this Addendum The Vendor shall indemnify and defend the State against all claims resulting from a wrongful representation/assertion that the EULA’s terms and conditions are in accord with, or subordinate to, this Addendum.

15. AMENDMENTS –All amendments, modifications, alterations or changes to this Contract shall be made by a (i) written change order, (ii) signed by all parties, and (iii) approved, as to form, by the Attorney General.

If legal circumstances require this Addendum to be amended, then those changes must be made in an OBVIOUS MANNER such as by using bold Italics, or underline to identify language being added and using bold strikethrough to identify language being deleted. Do not use track-changes. All changes to this WV-96 must be expressly approved by the Office of the Attorney General.

State: ___________________________ Vendor: ____________________________

By: _____________________________ By: ________________________________

Printed Name: _____________________ Printed Name: ________________________

Title: ____________________________ Title: ______________________________

Date: ____________________________ Date: ______________________________

2026 DF WV-96.pdf