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065558 - General - Contract - West Publishing Corporation
Docusign Envelope ID: CA28BF6D-EB72-8FD8-811F-DK8134F51DF3 CSC No. 65558 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between West Publishing Corporation ("Vendor") and the City of Fort Worth ("City"), a Texas home -rule municipality, individually referred to as "Party" and collectively as the "Parties." The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: OFFICIAL RECORD 1. This Cooperative Purchase Agreement; 2. Exhibit A — Order Form; CITY SECRETARY 3. Exhibit B — Cooperative Agency Contract DIR-CPO-5258; FT. WORTH, TX 4. Exhibit C — City of Fort Worth IT Terms and Conditions; 5. Exhibit D — West General and Product Specific Terms and Conditions; and 6. Exhibit E — Conflict of Interest Questionnaire Exhibits A through E, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Cooperative Purchase Agreement shall control. The terms in Exhibit D shall control over any linked terms and conditions in Exhibit A. City shall pay Vendor in accordance with the payment terms in Exhibit A and in accordance with the provisions of this Agreement. Total annual payment made under this Agreement by City shall not exceed fifty-nine thousand thirty-one dollars and zero cents ($59,031.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager ("Effective Date") and expires on June 30, 2027, with no renewal options. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. If either party commits a material breach of the Agreement, the non -breaching Party must give written notice to the breaching parry that describes the breach in reasonable detail. The breaching parry must cure the breach thirty (30) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK8134F51 DF3 In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times, with thirty (30) days' written notice, Vendor's fiscal records relating to the Services provided under the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Provided, however, that such audits shall be conducted in a manner that does not unreasonably interfere with Vendor's business operations and shall be subject to Vendor's reasonable security and confidentiality requirements. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at the same address To VENDOR: West Publishing Corporation Attn: Cody Miller 2900 Ames Crossing Road, Suite 200 Eagan, MN 55121 Email: code.miller(cDthomsonreuters.com City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) (remainder of this page intentionally left blank) Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective parry. CITY OF FORT W TH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person n nw responsible for the monitoring and administration of this contract, including ensuring all performance and By: Dianna Giordano (Jul 22, 2026 13:37:01 CDT) reporting requirements. Name: Dianna Giordano Title: Assistant City Manager Date: By: Name: Crystal Russell APPROVAL RECOMMENDED: Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: 4M� By: t'o Name: Laetitia Coleman Brown Name: Amama Muhammad Title: Deputy City Attorney FORT"nII, Title: Assistant City Attorney °IIII°°°°°°°° IIa°�6g� CONTRACT AUTHORIZATION: By: M&C: N/A Date Approved: N/A Name: Jannette Goodall Title: City Secretary 1295 Form: N/A VENDOR: WEST PUBLISHING CORPORATION Signed by: By: Name: I CaretW'§c'riven Title: Senior SCM Consultant Date: 7/22/2026 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: CA28BF6D-EB72-8FD8-81 1 F-D9C8B4F51 DF3 r,xnibit A Order Form OrderID:Q-11311803 Thomson • •••.• Reuters TM Sold To Account Address Account #: 1000811128 FORT WORTH CITY ATTORNEY CRYSTAL RUSSELL 100 FORT WORTH TRL FORT WORTH TX 76102-2780 US "Customer" Contact your representative cody.miller@thomsonreuters.com with any questions. Thank you. Shipping Address Account#:1000811128 FORT WORTH CITY ATTORNEY CRYSTAL RUSSELL 100 FORT WORTH TRL FORT WORTH TX 76102-2780 US Billing Address Account#: 1000811128 FORTWORTH CITYATTORNEY CRYSTAL RUSSELL 100 FORT WORTH TRL FORT WORTH, TX 76102-2780 US This Order Form is a legal document between Customer and A. West Publishing Corporation to the extent that products or services will be provided by West Publishing Corporation, and/or B. Thomson Reuters Enterprise Centre GmbH to the extent that products or services will be provided by Thomson Reuters Enterprise Centre GmbH. A detailed list of products and services that are provided by Thomson Reuters Enterprise Centre GmbH and current applicable IRS Certification forms are available at: httl2s://www.tr.com/trorderinginfo West Publishing Corporation may also act as an agent on behalf of Thomson Reuters Enterprise Centre GmbH solely with respect to billing and collecting payment from Customer. Thomson Reuters Enterprise Centre GmbH and West Publishing Corporation will be referred to as "Thomson Reuters", "we" or "our," in each case with respect to the products and services it is providing, and Customer will be referred to as "you", or "your" or "Client'. The Order Form is subject to and governed by the Texas Contract Number DIR-CPO-5258. For Federal Customers the following shall apply: Thomson Reuters General Terms and Conditions (available here: http://tr.com/federal-general-terms-and-conditions apply to the purchase and use of all products, except print, and together with any applicable Product Specific Terms (set forth below) are incorporated into this Order Form by this reference. In the event that there is a conflict of terms among the General Terms and Conditions, the Product Specific Terms and this Order Form, the order of precedence shall be Order Form, the Product Specific Terms, and last the General Terms and Conditions. For non-federal customers the following shall apply: Thomson Reuters General Terms and Conditions (httpl/tr.com/us-general-terms-and-conditions) apply to the purchase and use of all products, except print, and together with any applicable Product Specific Terms (set forth below) are incorporated into this Order Form by this reference. In the event that there is a conflict of terms among the General Terms and Conditions, the Product Specific Terms and this Order Form, the order of precedence shall be Order Form, the Product Specific Terms, and last the General Terms and Conditions. ProFlex Products See Attachment for details Minimum Terms Material # Product Monthly Charges (Months) 40757482 West Proflex $4,919.25 12 Minimum Terms Your subscription is effective upon the date we process your order ("Effective Date") and Monthly Charges will be prorated for the number of days remaining in that month, if any. Your subscription will continue for the number of months listed in the Minimum Term column above plus any Bridge Term that may be outlined above counting from the first day of the month following the Effective Date. Your Monthly Charges during the first twelve (12) months of the Minimum Term are as set forth above. If your Minimum Term is longer than 12 months, then your Monthly Charges for each year of the Minimum Term are displayed in the Attachment to the Order Form. Post Minimum Terms Your subscription will automatically renew at the end of the Minimum Term for successive 12-month renewal terms (each, an "Automatic Renewal Term"), unless either party provides written notice of its intent to not renew at least 30 days prior to the beginning of an Automatic Renewal Term. We will notify you of any change in the Annual Charges at least 60 days before each Automatic Renewal Term begins. Submit your notice of nonrenewal to: https://www.thomsonreuters.com/en-us/help/account-management/legal/orders/request-a-subscription- cancellation.html or via postal mail to Customer Service, 2900 Ames Crossing Rd, Eagan, MN 55121. Page 1 of 4 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 For Federal government subscribers that chose a multi -year Minimum Term, those additional years will be implemented at your option pursuant to federal law. Banded Product Subscriptions. You certify your total number of attorneys (full-time and part-time partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time -equivalent students is indicated in this Order Form. Our pricing for banded products is made in reliance upon your certification. If we learn that the actual number is greater or increases at any time, we reserve the right to increase your charges to the market rate for all of your attorneys. Miscellaneous Material Change. If, at anytime during the Minimum Term or the Renewal Term, there is a material change in your organizational structure including, but not limited to merger, acquisitions, combination, significant increase in the number of attorneys at a location covered by the agreement, divestitures, downsizing or dissolution, we will modify your rates proportionally. If you acquire the assets of, or attorneys from, another entity that is a current subscriber, you assume all obligations under the agreements that apply to those assets and attorneys, and you will pay the invoiced charges on both those agreements as they become due, until a superseding agreement is negotiated in good faith. Charges, Payments & Taxes. You agree to pay all charges in full within 30 days of the date of invoice. You are responsible for any applicable sales, use, value added tax (VAT), etc. unless you are tax exempt. If you are a non -government customer and fail to pay your invoiced charges, you are responsible for collection costs including attorneys' fees. Excluded Charges And Schedule A Rates. If you access products or services that are not included in your subscription you will be charged our then -current rate ("Excluded Charges"). Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located in the below link. Excluded Charges may change from time -to -time upon 30 days written or online notice. We may, at our option, make certain products and services Excluded Charges if we are contractually bound or otherwise required to do so by a third party provider or if products or services are enhanced or if new products or services are released after the effective date of this ordering document. Modification of Excluded Charges or Schedule A rates is not a basis for termination under paragraph 9 the General Terms and Conditions. htti2s://Iegal.thomsonreuters.com/content/dam/ewp-m/documents/legal/en/pdf/other/plan-2-pro-govt-agencies.pdf httl2://static.legatsolutions.thomsonreuters.com/static/agreemen lan-2- rho-govt-agencies.pdf eBilling Contact. All invoices for this account will be emailed to your e-Billing Contact(s) unless you have notified us that you would like to be exempt from e-Billing. Product Specific Terms Document Intelligence Product Specific Terms: The following product specific terms shall apply to the Document Intelligence products on this order form, and are incorporated by reference: http://www.thomsonreuters.com/document-intelligence-PST. Additional Terms for Services with Generative At Skills: The following additional terms shall apply to Thomson Reuters Products with Generative At Skills (including but not limited to all CoCounsel branded Products; all Products with At Assisted Research; Contract Express, CLEAR Investigate, Westlaw Advantage; Practical Law or Practical Law Connect, with Dynamic Tool Set; Practical Law UK Premium; Practical Law Global Premium; HighQ, listed on this order form, and are incorporated into this order form by reference: https://www.tr.com/legal-services-ai-terms. CoCounsel Core and CoCounsel Drafting Product Specific Terms: The following product specific terms shall apply to CoCounsel Core and CoCounsel Drafting and are incorporated into this order form by reference: http1/tr.com/cocounsetcore-and-draftingg-product-s en cific- terms. Product Specific Terms and Service Levels: The following product specific terms and service levels shall apply to the HighQ products on this order form, and are incorporated by reference: • HighQ Product Specific Termshttp://tr.com/HighQ-PST • HighQ Service Levels: Thomson Reuters shall provide service availability, maintenance and support for the term of the Agreement. Details are available at: httl2://tr.com/HighQ-SLA. Note that Sections 3.3 of the SLA does not apply to any HighQ Light packages The Federal Product Specific Terms can be found here: http1/tr.com/federal-product-specific-terms Product Specific Terms. The following products have specific terms which are incorporated by reference and made part of this Order Form if they apply to your order. They can be found at https://static.lega[solutions.thomsonreuters.com/static/Thomson Reuters-General-Terms- Conditions-PST.pdf. If the product is not part of your order, the product specific terms do not apply. • Campus Research • Hosted Practice Solutions • ProView eBooks • Time and Billing • West km Software • West LegalEdcenter • Westlaw • Westlaw Doc & Form Builder • Westlaw Paralegal • Westlaw Patron Access • Westlaw Public Records Drafting Tools Product Specific Terms: The following product specific terms shall apply to the Drafting Tools products (Drafting Assistant, Clause Finder, Clause Finder: Internal Agreements) on this order form, and are incorporated by reference: htti2s://www.thomsonreuters.com/draftingassistant-and-clausefinder-pst. Page 2 of 4 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Amended Terms and Conditions LIMITATION OF LIABILITY. EACH PARTY'S OR ANY OF ITS THIRD -PARTY PROVIDERS' ENTIRE LIABILITY IN THE AGGREGATE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, INCLUDING FOR NEGLIGENCE, WILL NOT EXCEED TWO TIMES THE CONTRACT VALUE. CONTRACT VALUE IS DEFINED IN THE ORDERING DOCUMENTS. IN NO EVENT SHALL WE OR OUR THIRD -PARTY PROVIDERS BE LIABLE FOR ANY PENALTIES, INTEREST, TAXES OR OTHER AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY. NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF DATA, OR LOSS OF PROFITS (IN EITHER CASE, WHETHER DIRECT OR INDIRECT) EVEN IF SUCH DAMAGES OR LOSSES COULD HAVE BEEN FORESEEN OR PREVENTED. Government Non -Availability of Funds for Online, Practice Solutions or Software Products You may cancel a product or service with at least 30 days written notice if you do not receive sufficient appropriation of funds. Your notice must include an official document, (e.g., executive order, an officially printed budget or other official government communication) certifying the non -availability of funds. You will be invoiced for all charges incurred up to the effective date of the cancellation. Acknowledgement: Order ID: Q-11311803 cuyQt e Ad as SigrtAure of Authorized Representative for order Crystal Russell Administrative Services Manager Title July 21, 2026 Printed Name Date This Order Form will expire and will not be accepted after 11/11/2026. Authorized West Publishing Represeroati"ned by: Signature: A s. Printed Name: Ra en,emgi riven Title: Senior SCM Consultant Date: 7/22/2026 Page 3 of 4 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 •' •" • % Thomson • •••• • Reuters,M Attachment Order ID: Q-11311803 Contact your representative cody.miller@thomsonreuters.com with any questions. Thank you. Payment, Shipping, and Contact Information Payment Method: Order Confirmation Contact (#28) Payment Method: Bill to Account Contact Name: RUSSELL, CRYSTAL Account Number:1000811128 Email: crystal.russell@fortworthtexas.gov This order is made pursuant to: TX MSA DIR-CPO-5258 (TXM1) Shipping Information: Shipping Method: Ground Shipping - U.S. Only eBilling Contact Contact Name: RUSSELL, CRYSTAL Email: crystal.russell@fortworthtexas.gov ProFlex Multiple Location Details Account Number Account Name I Account Address Action 100 FORT WORTH TRL 1000811128 FORT WORTH CITY ATTORNEY FORT WORTH New TX 76102-2780 US ProFlex Product Details Quantity Unit Service Material# Description 1 Each 40757482 West Proflex 40 Attorneys 43412997 CoCounsel 400 V2, Enterprise Access, Government 40 Attorneys 42077755 Westlaw All Analytical, Enterprise access, Government 40 Attorneys 41974282 Westlaw Drafting Assistant, Government, Enterprise access 40 Attorneys 41935298 Westlaw, PeopleMap Premier and Company Investigator Module, Enterprise access, General counsel 40 Attorneys 41933492 Practical Law Premier, Enterprise access, Government 40 Attorneys 41933475 Westlaw Litigation Collection, Enterprise access, Government Account Contacts Account Contact First Name Account Contact Last Name Account Contact Email Address Account Contact Customer Type Description CRYSTAL Russell crystal.russelt@fortworthtexas.gov EML PSWD CONTACT Lapsed Products Sub Material Active Subscription to be Lapsed 40757481 West Proflex Page 4 of 4 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK864F51 DF3 Exhibit B P1 r_r I *el a I *:/_FI r]4:7-1.4ILYA14►kgo] 210IIs] "IJiFIX IW01a:14*611J:141*1 CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES West Publishing Corporation i=lilq19: 0911149[a]► 1.1 Parties This contract for IT Research and Advisory Subscription Services & Computer Assisted Legal and Investigative Research (CALIR) Services (this "Contract") is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and West Publishing Corporation, incorporated in the state of Minnesota, a Foreign Corporation (hereinafter "Successful Respondent"), with its principal place of business at 2900 Ames Crossing Road, Suite 100, Eagan, MN 55121. 1.2 Compliance with Procurement (Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts` Electronic State Business Daily, Request for Offer (RFO) DIR-CPO-TMP-573, on 2/16/2023, for IT Research and Advisory Subscription Services & Computer Assisted Legal and Investigative Research (CALIR) Services (the "RFC?"). Upon execution of all Contracts, a notice of award for DIR-CPC?-TMP-573, shall be posted by DIR on the Electronic State Business Daily. 1.3 Order of Precedence A. For transactions under this Contract, the order of precedence shall be as follows:. 1. this Contract; 2. Appendix A, Standard Terms and Conditions; 3. Appendix B, Successful Respondent's Historically Underutilized Businesses Subcontracting Plan; 4. Appendix C, Pricing Index; 5. Exhibit 1, RFO DIR-CPO-TMP-573, including all Addenda; and Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 DIR Contract No. DIR-CPI©-5258 West publishing Corporation - 41-142.6973 6. Exhibit 2, Successful Respondent's Response to RFO DIR-CPU-TMP-573, including all Addenda. B. Each of the foregoing documents is hereby incorporated by reference and together constitute the entire agreement between DIR and Successful Respondent. 1.4 Definitions Capitalized terms used but not defined herein have the meanings given to them in Appendix A, Standard Terms and Conditions. %i d 4:4 LTI to] zero] it 1 The initial term of this Contract shall be up to two (2) years commencing on the date of the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and one (1) optional one-year renewal (each, a "Renewal Term"). Prior to expiration of the Initial Term and each Renewal Term, this Contract will renew automatically under the same terms and conditions unless either party provides written notice to the other party at least sixty (60) days in advance of the renewal date stating that the party wishes to discuss amendment or non -renewal. C�01:1I Mkirt011*,It9401DI Successful Respondent agrees that DIR may require continued performance under this Contract at the rates specified in this Contact following the expiration of the Initial Term or any Renewal Term. This option may be exercised more than once, but the total extension of performance hereunder shall not exceed ninety (90) calendar days. Such extension of services shall be subject to the requirements of the Contract, with the sole and limited exception that the original date of termination shall be extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days written notice to the Successful Respondent.. ClI:10]r1114W_1rIDIN MA►AWrelaa4.010W Products and services available under this Contract are limited to the technology categories defined in Request for Offer DIR-CPU-TMP-573 for IT Research and Advisory Subscription Services & Computer Assisted Legal and Investigative Research (CALIR) Services. At DIR's sole discretion, Successful Respondent may incorporate changes or DIR-CPO-TMP-573 Page 2 of 16 Version 1.0 Rev. 3/21/23 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 DIR Contract No. DIR-CPI©-5258 West publishing Corporation - 41-1426973 make additions to its product and service offerings, provided that any changes or additions must be within the scope of the RFC]. -�U.114 N1kq[0 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix +C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer [discount A. The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) or MSRP (as defined below), as applicable, as specified in Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price for a product or service published in Successful Respondent's price catalog (or similar document) before any discounts or price allowances are applied. For purposes of this Section, '"MSRP," or manufacturer's suggested retail price, is the price list published by the manufacturer or publisher of a product and available to and recognized by the trade. B. Customers purchasing products or services under this Contract may negotiate additional discounts with Successful Respondent. Successful Respondent and Customer shall provide the details of such additional discounts to DIR upon request. C. If products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract, or (ii) to any other customer under the same terms and conditions provided for the State for the same products and services under this contract, then the price of such products and services under this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Successful Respondent for a quantity of one (1), but does not apply to volume or special pricing purchases. Successful Respondent shall notify DIR within ten (10) days of providing a lower price as described in this Section, and this Contract shall be amended within ten (10) days to reflect such lower price. DIR-CPO-TMP-573 Page 3 of 16 Version 1.0 Rev. 3/21/23 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK864F51 DF3 DIR Contract No. DIR-CPI©-5258 West publishing Corporation - 41-1426973 5.3 Changes to Prices A. Subject to the requirements of this section, Successful Respondent may change the price of any product or service upon changes to the List Price or MSRP, as applicable. Discount levels shall not be subject to such changes, and will remain consistent with the discount levels specified in this Contract. B. Successful Respondent may revise its pricing by publishing a revised pricing list, subject to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a product or service has been increased unreasonably, DIR may request that Successful Respondent reduce the pricing for the product or service to the level published before such revision. Upon such request, Successful Respondent shall either reduce the pricing as requested, or shall remove the product or service from the pricing list for this Contract. Failure to do so will constitute an act of default by Successful Respondent. 5.4 Shipping and Handling Prices to Customers shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination. No additional fees may be charged to Customers for standard shipping and handling. If a Customer requests expedited or special delivery, Customer Will be responsible for any additional charges for expedited or special delivery. 'M111:VA11IIFAI10lRi11#-11IITI:Ia44 A. Successful Respondent shall pay an administrative fee to DIR based on the dollar value of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent (0.75%) of all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750. B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves the right to increase or decrease the DIR Administrative Fee during the term of this Contract, upon written notice to Successful Respondent without amending this Contract. Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price to Customers. DIR-CPO-TMP-573 Page 4 of 16 Version 1.0 Rev. 3/21/23 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK864F51 DF3 DIR Contract No. DIR-CPO-5258 West Publishing Corporation — 41-1426973 rililk 194:a111=1r-1[41y*Vitoi4ra]►k9:7_liver_1►1rl:2a14110leg 1►1:191.a►ril-,174I M kqI In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage: A. A current price list or mechanism to obtain specific contract pricing; B. MSRPjlist price or DIR Customer price; C. Discount percentage (%) off MSRP or List Price; D. Warranty policies; and E. Return policies. 8 USE OF ORDER FULFILLERS 8.1 Authorization to Use Order Fulfillers Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize designated order fulfillers to provide products, services, and support resources to Customers under this Contract ("Order Fulfillers"). 8.2 Designation of Order Fulfillers A. Successful Respondent may designate Order Fulfillers to act as the distributors for products and services available under this Contract. In designating Order Fulfillers, Successful Respondent must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. DIR and Successful Respondent will agree on the number of Order Fulfillers that are Historically Underutilized Businesses as defined by the CPA. B. In addition to the required Subcontracting Plan, Successful Respondent shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number.. C. DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller participation or request that Successful Respondent name additional Order Fulfillers should DIR determine it is in the best interest of the State. D. Successful Respondent shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of this Contract. Successful DIR-CPO-TMP-573 Page 5 of 10 Version 1.0 Rev. 3J21 J23 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK864F51 DF3 DIR Contract No. DIR-CPI©-5258 West publishing Corporation - 41-1426973 Respondent shall enter into contracts with Girder Fulfillers and use terms and conditions that are consistent with the terms and conditions of this Contract. E. Successful Respondent may qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the criteria. F. Successful Respondent shall not prohibit any Order Fulfiller from participating in other procurement opportunities offered through DIR. 8.3 Changes in Order Fulfiller Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful Respondent must matte a good faith effort to revise its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Successful Respondent shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information listed above. 8.4 Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall be in accordance with Section 5.. 9 NOTIFICATION All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Lisa Massock or Successor in Office Chief Procurement Officer Department of Information Resources 300 W. 15t' St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 DIR-CPO-TMP-573 Page 6 of 16 Version 1.0 Rev. 3/21/23 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK864F51 DF3 DIR Contract No. DIR-CPO-5258 {Nest Publishing Corporation — 41-1426973 If sent to Successful Respondent: John S. Nelson West Publishing Corporation 2900 Ames Crossing [give Suite #100 Eagan, MN 55121 Phone: (763) 326-4505 Email: iohn.s.nelsonCPthomsonreuters.com 10 SOFTWARE LICENSE 10.1 Software License Agreement A. Customers acquiring software licenses under this Contract shall hold, use, and operate such software subject to compliance with the Software License Agreement. Customer and Successful Respondent may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Successful Respondent. Successful Respondent shall make the Software License Agreement terms and conditions available to all Customers at all times. B. Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement. 11 CONFLICTING OR ADDITIONAL TERMS A. The terms and conditions of this Contract shall supersede any additional conflicting or additional terms in any additional service agreements, statement of work, and any other provisions, terms, conditions, and license agreements, including those which may be affixed to or accompany software upon delivery (sometimes called shrink-wrap or click -wrap agreements), and any linked or supplemental documents, which may be proposed, issued, or accepted by Successful Respondent and Customer in addition to this Contract (such additional agreements, "Additional Agreements"), regardless of when such Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding the foregoing, it is Customer's responsibility to review any Additional Agreements to DIR-CPO-TMP-573 Page 7 of 10 Version 1.0 Rev. 3J21 J23 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 DIR Contract No. DIR-CPI©-5258 West publishing Corporation - 41-1426973 determine if Customer accepts such Additional Agreement. If Customer does not accept such Additional Agreement, Customer shall be responsible for negotiating any changes thereto. B. Any update or amendment to an Additional Agreement shall only apply to Purchase Orders for the associated product or service offering after the effective date of such update or amendment; provided that, if Successful Respondent has responded to a Customer's solicitation or request for pricing, any subsequent update or amendment to an Additional Agreement may only apply to a resulting Purchase Order if Successful Respondent directly informs such Customer of such update or amendment before the Purchase Order is executed. C. Successful Respondent shall not require any Additional Agreement that: i) diminishes the rights, benefits, or protections of Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of Customer; or ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon {Customer. D. If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract or the Purchase Order between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform such Purchase Order without regard to the prohibited documents, unless Customer elects instead to terminate such Purchase Order, which in such case may be identified as a termination for cause against Successful Respondent. DIR-CPO-TMP-573 Page 8 of 16 Version 1.0 Rev. 3/21/23 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 DIR Contract No. DIR-CPI©-5258 West publishing Corporation - 41-1426973 12 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND � 01011311111430141 Appendix A, Section 5, Intellectual Property, is hereby deleted and replaced in its entirety as follows: This Contract does not contemplate, authorize, or support the development or acquisition of custom software, products, or services or the creation of intellectual property. (Remainder of this page intentionally left blank.) DIR-CPO-TMP-573 Page 9 of 16 Version 1.0 Rev. 3/21/23 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK864F51 DF3 DIR Contract No. DIR-CPO-5258 ►Nest publishing Corporation - 41-1426973 This Contract is executed to be effective as of the date of last signature. West Publishing Corporation Authorized By: Signature on File Name: John S. Nelson Title: Director of Procurement and Proposal Management/Assistant Secretary r��ir�:.litli►�rtZ! The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Lisa Massock Title: Chief Procurement Officer Office of General Counsel: Signature on File u(i:li�:lF�r�! DIR-CPO-TMP-573 Page 10 of 10 Version 1.0 Rev. 3/21/23 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Department of Information Resources DIR-CPO-5258 Appendix A Standard Contract Terms and Conditions Cooperative Contracts Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK864F51 DF3 Contents 1 Contract Scope.................................................................................................................................... 5 2 No Quantity Guarantees......................................................................................................................5 3 Definitions...........................................................................................................................................5 3.1 Compliance Check.................................................................................................................... 5 3.2 Contract..................................................................................................................................... 5 3.3 CPA........................................................................................................................................... 5 3.4 Customer................................................................................................................................... 5 3.5 Business day..............................................................................................................................6 3.6 DIR............................................................................................................................................ 6 3.7 Effective Date............................................................................................................................ 6 3.8 Invoice....................................................................................................................................... 6 3.9 Purchase Order.......................................................................................................................... 6 3.10 State........................................................................................................................................... 6 3.11 Statement of Work (SOW)........................................................................................................ 6 3.12 Subcontracting Plan................................................................................................................... 6 3.13 Successful Respondent..............................................................................................................6 3.14 Third -Party Provider.................................................................................................................. 7 4 General Provisions.............................................................................................................................. 7 4.1 Entire Agreement...................................................................................................................... 7 4.2 Modification of Contract Terms and/or Amendments .............................................................. 7 4.3 Invalid Term or Condition......................................................................................................... 7 4.4 Assignment................................................................................................................................8 4.5 Survival.....................................................................................................................................8 4.6 Choice of Law........................................................................................................................... 8 4.7 Limitation of Authority............................................................................................................. 8 4.8 Proof of Financial Stability....................................................................................................... 9 4.9 Data Location............................................................................................................................ 9 4.10 Independent Contractor............................................................................................................. 9 5 Intellectual Property Matters............................................................................................................... 9 5.1 Intellectual Property Matters Definitions.................................................................................. 9 5.1.1 "Work Product".......................................................................................................... 9 5.1.2 "Intellectual Property Rights"..................................................................................10 5.1.3 "Third Party IP".......................................................................................................10 5.1.4 "Successful Respondent IP....................................................................................... 10 5.2 Ownership...............................................................................................................................11 5.3 Further Actions........................................................................................................................11 5.4 Waiver of Moral Rights...........................................................................................................12 5.5 Confidentiality .........................................................................................................................12 5.6 Injunctive Relief......................................................................................................................12 5.7 Return of Materials Pertaining to Work Product..................................................................... 12 5.8 Successful Respondent License to Use...................................................................................13 Appendix A Standard Contract Tenns and Conditions Paget <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 5.9 Third -Party Underlying and Derivative Works.......................................................................13 5.10 Agreement with Third Party Providers....................................................................................13 5.11 License to Customer................................................................................................................13 5.12 Successful Respondent Development Rights..........................................................................14 6 Terms and Conditions Applicable to State Agency Purchases Only................................................14 7 Contract Fulfillment and Promotion.................................................................................................15 7.1 Service, Sales and Support of the Contract.............................................................................15 7.2 Internet Access to Contract and Pricing Information..............................................................15 7.3 Accurate and Timely Contract Information............................................................................16 7.4 Webpage Compliance Checks.................................................................................................16 7.5 Webpage Changes...................................................................................................................16 7.6 Use of Access Data Prohibited................................................................................................17 7.7 Responsibility for Content.......................................................................................................17 7.8 Services Warranty and Return Policies...................................................................................17 7.9 DIR and Customer Logos........................................................................................................17 7.10 Successful Respondent Logo...................................................................................................17 7.11 Trade Show Participation........................................................................................................17 7.12 Orientation Meeting................................................................................................................18 7.13 Performance Review Meetings................................................................................................18 7.14 DIR Cost Avoidance...............................................................................................................18 8 Purchase Orders, Invoices, and Payments.........................................................................................18 8.1 Purchase Orders.......................................................................................................................18 8.2 Invoices...................................................................................................................................18 8.3 Payments.................................................................................................................................19 8.4 Tax-Exempt.............................................................................................................................19 8.5 Travel Expense Reimbursement..............................................................................................19 9 Contract Administration....................................................................................................................19 9.1 Contract Managers..................................................................................................................19 9.1.1 DIR Contract Manager.............................................................................................19 9.1.2 Successful Respondent Contract Manager...............................................................19 9.2 Reporting and Administrative Fees......................................................................................... 20 9.2.1 Reporting Responsibility .......................................................................................... 20 9.2.2 Detailed Monthly Report .......................................................................................... 20 9.2.3 Historically Underutilized Businesses Subcontract Reports .................................... 20 9.2.4 DIR Administrative Fee........................................................................................... 21 9.2.5 Accurate and Timely Submission of Reports........................................................... 21 9.3 Records and Audit...................................................................................................................22 9.4 Contract Administration Notification...................................................................................... 23 10 Successful Respondent Responsibilities...........................................................................................23 10.1 Indemnification.......................................................................................................................23 Appendix A Standard Contract Terms and Conditions Page 2 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 10.1.1 Indemnities by Successful Respondent.................................................................... 23 10.1.2 Infringements........................................................................................................... 24 10.2 Property Damage.....................................................................................................................24 10.3 Taxes/Worker's Compensation/Unemployment Insurance.....................................................24 10.4 Successful Respondent Certifications..................................................................................... 25 10.5 Ability to Conduct Business in Texas..................................................................................... 27 10.6 Equal Opportunity Compliance...............................................................................................28 10.7 Use of Subcontractors............................................................................................................. 28 10.8 Responsibility for Actions....................................................................................................... 28 10.9 Confidentiality.........................................................................................................................28 10.10 Security of Premises, Equipment, Data and Personnel........................................................... 29 10.11 Background and/or Criminal History Investigation................................................................ 29 10.12 Limitation of Liability............................................................................................................. 29 10.13 Overcharges............................................................................................................................. 30 10.14 Prohibited Conduct.................................................................................................................. 30 10.15 Required Insurance Coverage................................................................................................. 30 10.15.1 Commercial General Liability................................................................................. 31 10.15.2 Workers' Compensation Insurance......................................................................... 31 10.15.3 Business Automobile Liability Insurance................................................................ 31 10.16 Use of State Property............................................................................................................... 31 10.17 Immigration............................................................................................................................. 31 10.18 Public Disclosure..................................................................................................................... 32 10.19 Product and/or Services Substitutions..................................................................................... 32 10.20 Secure Erasure of Hard Disk Managed Services Products and/or Services ............................ 32 10.21 Deceptive Trade Practices; Unfair Business Practices............................................................ 32 10.22Drug Free Workplace Policy...................................................................................................32 10.23 Public Information................................................................................................................... 33 10.24 Successful Respondent Reporting Requirements.................................................................... 33 10.25 Cybersecurity Training............................................................................................................ 33 11 Contract Enforcement....................................................................................................................... 33 11.1 Enforcement of Contract and Dispute Resolution................................................................... 33 11.2 Termination............................................................................................................................. 34 11.2.1 Termination for Non-Appropriation......................................................................... 34 11.2.2 Absolute Right......................................................................................................... 34 11.2.3 Termination for Convenience................................................................................... 34 11.2.4 Termination for Cause.............................................................................................. 35 11.2.5 Immediate Termination or Suspension.................................................................... 35 11.2.6 Customer Rights Under Termination....................................................................... 36 11.2.7 Successful Respondent Rights Under Termination .................................................. 36 11.3 Force Majeure.......................................................................................................................... 36 12 Non -Solicitation of State Employees................................................................................................ 36 13 Warranty............................................................................................................................................36 Appendix A Standard Contract Terms and Conditions Page 3 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 14 Notification....................................................................................................................................... 37 14.1 Notices.....................................................................................................................................37 14.2 Handling of Written Complaints............................................................................................. 37 15 Captions............................................................................................................................................ 37 Appendix A Standard Contract Terms and Conditions Page 4 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 The following terms and conditions shall govern the conduct of DIR and Successful Respondent during the term of the Contract. CONTRACT SCOPE Successful Respondent shall provide the products and/or services specified in the Contract for purchase by Customers. Terms used in this document shall have the meanings set forth below in Section 3 Definitions. 2 NO QUANTITY GUARANTEES The Contract is not exclusive to Successful Respondent. Customers may obtain services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products and/or services will be procured through the Contract. 3 DEFINITIONS 3.1 Compliance Check An audit of Successful Respondent's compliance with the Contract which may be performed by a third - party auditor, DIR Internal Audit department, DIR contract management staff, or their designees. 3.2 Contract The DIR Contract between DIR and Successful Respondent into which this Appendix A is incorporated. 3.3 CPA Refers to the Texas Comptroller of Public Accounts. 3.4 Customer Any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, the Electric Reliability Council of Texas, the Lower Colorado River Authority, a private school, as defined by Section 5.001, Education Code, a private or independent institution of higher education, as defined by Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001, Tax Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, a public safety entity, as defined by 47 U.S.C. Section 1401, or a county hospital, public hospital, or hospital district, the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code, and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001: A. A non-profit organization that provides educational, health or human services or assistance to homeless individuals; B. A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; C. Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; Appendix A Standard Contract Terms and Conditions Page 5 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 D. A group, including a faith -based group, that enters into a financial or non -financial agreement with a health or human services agency to provide services to that agency's clients; E. A local workforce development board created under Section 2308.253, Texas Government Code; F. A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; G. The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture Code; H. A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and 1. A nonprofit organization that provides affordable housing. 3.5 Business day Shall mean business days, Monday through Friday, except for State and Federal holidays. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. 3.6 DIR Refers to the Texas Department of Information Resources. 3.7 Effective Date Refers to the effective date of the Contract as set forth therein. 3.8 Invoice Refers to a Customer approved instrument submitted by Successful Respondent for payment of services. 3.9 Purchase Order Refers to Customer's fiscal form or format, contract with Successful Respondent, or other document used by Customer to authorize the purchase of products or services from Successful Respondent under the Contract, including but not limited to a formal written purchase order, procurement card, electronic purchase order, or another authorized instrument. 3.10 State Refers to the State of Texas. 3.11 Statement of Work (SOW) Means a document entered into between Customer and Successful Respondent describing a specific set of activities and/or deliverables, which may include Work Product and Intellectual Property Rights, that Successful Respondent is to provide Customer, issued pursuant to the Contract. 3.12 Subcontracting Plan Refers to Appendix B, Successful Respondent's Historically Underutilized Business Subcontracting Plan. 3.13 Successful Respondent Refers to the party identified as either "Successful Respondent" or "Vendor" in Section 1.1 of the Contract. Appendix A Standard Contract Terms and Conditions Page 6 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 3.14 Third -Party Provider Refers to an agent, affiliate, subcontractor, vendor, reseller, manufacturer, publisher, distributor, order fulfiller or other person or entity designated or directed by Successful Respondent to provide products or services to a Customer in performance of, related to, or in support of a Purchase Order issued under the Contract. 4 GENERAL PROVISIONS 4.1 Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and Successful Respondent. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be binding or valid. 4.2 Modification of Contract Terms and/or Amendments A. The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. The Contract may only be modified or amended upon mutual written agreement of DIR and Successful Respondent. B. DIR may amend the Contract upon thirty (30) calendar days written notice to Successful Respondent without the need for Successful Respondent's written consent: i) as necessary to satisfy a regulatory requirement imposed upon DIR by a governing body with the appropriate authority, or ii) as necessary to satisfy a procedural change due to DIR system upgrades or additions. C. Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Successful Respondent may be added in a Purchase Order and given effect. No additional term or condition added in a Purchase Order issued by a Customer can conflict with or diminish a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. D. Customer(s) and Successful Respondent will negotiate and enter into written agreements regarding statements of work, service level agreements, remedies, acceptance criteria, information confidentiality and security requirements, and other terms specific to their Purchase Orders under the Contract. 4.3 Invalid Term or Condition A. To the extent any term or condition in the Contract conflicts with the applicable Texas and/or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a Contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of such term or condition and DIR does not waive the applicable Texas and/or United States law or regulation which conflicts with the Contract term or condition. B. If one (1) or more term or condition in the Contract, or the application of any term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative Hearings or a court of competent Appendix A Standard Contract Terms and Conditions Page 7 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain valid and in full force and effect. 4.4 Assignment A. DIR may assign the Contract without prior written approval to: i) a successor in interest (another state agency as designated by the Texas Legislature), or ii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. B. A Customer may assign a Purchase Order issued under the Contract without prior written approval to: i) a successor in interest (another state agency as designated by the Texas Legislature), or ii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. C. Successful Respondent shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from the DIR. Any attempted assignment in violation of this provision is void and without effect. 4.5 Survival All applicable Statements of Work that were entered into between Successful Respondent and a Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Successful Respondent shall survive expiration or termination of the Contract for the term of the Purchase Order, unless the Customer terminates the Purchase Order sooner. However, regardless of the term of the Purchase Order, no Purchase Order shall survive the expiration or termination of the Contract for more than three (3) years. In all instances of termination or expiration and no later than five (5) days after termination or expiration or upon DIR request, Successful Respondent shall provide a list, in accordance with the format requested by DIR (i.e., Excel, Word, etc.), of all surviving Statements of Work and Purchase Orders to the DIR Contract Manager and shall continue to report sales and pay the DIR Administrative Fees for the duration of all such surviving Statements of Work and Purchase Orders. Rights and obligations under the Contract which by their nature should survive, including, but not limited to the DIR Administrative Fee and any and all payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality; and indemnification will remain in effect. 4.6 Choice of Law The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. In any litigation where any state agency is a party, and subject to the requirements of Chapter 2260, Texas Government Code, the exclusive venue of any such suit arising under the Contract is fixed in the state courts of Travis County, Texas. If litigation does not involve any state agency, then venue is fixed in the state courts of the Texas county where the Customer is primarily situated, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the contracting Agency. Regardless of any provision anywhere in the Contract, no state agency or other Customer in any manner waives any defense or immunity whatsoever. 4.7 Limitation of Authority Successful Respondent shall have no authority to act for or on behalf of the Texas Department of Information Resources or the State except as expressly provided for in the Contract; no other authority, Appendix A Standard Contract Terms and Conditions Page 8 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK8134F51 DF3 power or use is granted or implied. Successful Respondent may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State or DIR. 4.8 Proof of Financial Stability Either DIR or Customer may require Successful Respondent to provide proof of financial stability prior to or at any time during the Contract term. 4.9 Data Location Regardless of any other provision of the Contract or its incorporated or referenced documents, all of the data for State of Texas Customers shall remain, and be stored, processed, accessed, viewed, transmitted, and received, always and exclusively within the contiguous United States. A State of Texas Customer can specifically request otherwise; however, Successful Respondent shall notify DIR promptly after such request is made. For all Customers outside the State of Texas' jurisdiction, the question of data location shall be at the discretion of such Customers. NOTE: CUSTOMERS SHOULD CONSIDER WHETHER THEY REQUIRE CONTIGUOUS US -ONLY DATA LOCATION AND HANDLING AND MAKE SUCCESSFUL RESPONDENT AWARE OF THEIR REQUIREMENTS. 4.10 Independent Contractor SUCCESSFUL RESPONDENT AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THE CONTRACT, IT IS FURNISHING SERVICES IN THE CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT SUCCESSFUL RESPONDENT IS NOT AN EMPLOYEE OF THE CUSTOMER, DIR, OR THE STATE OF TEXAS. 5 INTELLECTUAL PROPERTY MATTERS 5.1 Intellectual Property Matters Definitions 5.1.1 "Work Product" Means any and all deliverables produced by Successful Respondent for Customer under a Statement of Work issued pursuant to the Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the Effective Date, including but not limited to any: (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, configurations, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know-how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing, Appendix A Standard Contract Terms and Conditions Page 9 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 (vi) all documentation and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with the Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: a. by any Successful Respondent personnel or Customer personnel, or b. any Customer personnel who then became personnel to Successful Respondent or any of its affiliates or subcontractors, where, although creation or reduction -to -practice is completed while the person is affiliated with Successful Respondent or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 5.1.2 "Intellectual Property Rights" Means the worldwide legal rights or interests, including but not limited to all United States and foreign patents, copyrights, trademarks, service marks, trade secrets, moral rights, author's rights, reversionary rights, and any and all other intellectual property or similar rights, evidenced by or embodied in: i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know-how; ii) any work of authorship, including any copyrights, moral rights or neighboring rights; iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; iv) domain name registrations; and v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. 5.1.3 "Third Party IP" Means the Intellectual Property Rights of any third party that is not a party to the Contract or a Purchase Order or Statement of Work issued under the Contract, and that is not directly or indirectly providing any goods or services to Customer under the Contract or a Purchase Order or Statement of Work issued under the Contract. 5.1.4 "Successful Respondent IP" Shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Successful Respondent: i) prior to providing any services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the services or Work Product, or Appendix A Standard Contract Terms and Conditions Page 10 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 ii) after the Effective Date if such tangible or intangible items or things were independently developed by Successful Respondent outside Successful Respondent's provision of services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Successful Respondent or any of its affiliates or subcontractors, where, although creation or reduction -to -practice is completed while the person is affiliated with Successful Respondent or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 5.2 Ownership As between Successful Respondent and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Successful Respondent. Successful Respondent specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Successful Respondent hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title, and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Successful Respondent acknowledges that Successful Respondent and Customer do not intend Successful Respondent to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday through Friday, 8AM to 5PM) and upon reasonable prior notice to Successful Respondent, to all Successful Respondent materials, premises, and computer files containing the Work Product. Successful Respondent and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Successful Respondent. 5.3 Further Actions Successful Respondent, upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and/or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Successful Respondent's signature due to the dissolution of Successful Respondent or Successful Respondent's unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Successful Respondent hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Successful Respondent's agent and Successful Respondent's attorney -in -fact to act for and in Successful Respondent's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Successful Respondent, provided however that no such grant of right to Customer is applicable if Successful Respondent fails to execute any document due to a good faith dispute by Successful Respondent with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Successful Respondent shall Appendix A Standard Contract Terms and Conditions Page 11 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. 5.4 Waiver of Moral Rights Successful Respondent hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Successful Respondent may now have or which may accrue to Successful Respondent's benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Successful Respondent acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. 5.5 Confidentiality All documents, information and materials forwarded to Successful Respondent by Customer for use in and preparation of the Work Product shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Successful Respondent under Section 5.8 Successful Respondent License to Use. Hereunder, Successful Respondent shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. 5.6 Injunctive Relief The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Successful Respondent acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of the Contract, upon a request by Customer, without requiring proof of irreparable injury as same should be presumed. 5.7 Return of Materials Pertaining to Work Product Upon the request of Customer, but in any event upon termination or expiration of the Contract, or a Statement of Work, Successful Respondent shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copies of same) generated or developed by Successful Respondent or furnished by Customer to Successful Respondent, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This Section is intended to apply to all Work Product as well as to all documents and things furnished to Successful Respondent by Customer or by anyone else that pertain to the Work Product. Appendix A Standard Contract Terms and Conditions Page 12 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 5.8 Successful Respondent License to Use Customer hereby grants to Successful Respondent a non -transferable, non-exclusive, royalty -free, fully paid -up license to use any Work Product solely as necessary to provide the services to Customer. Except as provided in this Section, neither Successful Respondent nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer's sole discretion. 5.9 Third -Party Underlying and Derivative Works A. To the extent that any Successful Respondent IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the services, Successful Respondent hereby grants to the Customer, or shall obtain from the applicable third party for Customer's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty -free right and license, for Customer's internal business purposes only, to i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Successful Respondent 1P or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and ii) authorize others to do any or all of the foregoing. Successful Respondent agrees to notify Customer on delivery of the Work Product or services if such materials include any Third Party IP. B. On request, Successful Respondent shall provide Customer with documentation indicating a third party's written approval for Successful Respondent to use any Third Party IP that may be embodied or reflected in the Work Product. 5.10 Agreement with Third Party Providers Successful Respondent agrees that it shall have written agreement(s) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any Third Party Providers, prior to their providing such services or Work Product pursuant to the Contract, and that Successful Respondent shall maintain such written agreements at all times during performance of the Contract, which are sufficient to support all performance and grants of rights by Successful Respondent. Copies of such agreements shall be provided to the Customer promptly upon request. 5.11 License to Customer Successful Respondent grants to Customer, at no additional charge, a world-wide, non-exclusive, perpetual, irrevocable, royalty free right and license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Successful Respondent IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product. Except for the preceding license, all rights in Successful Respondent IP remain in Successful Respondent. Appendix A Standard Contract Terms and Conditions Page 13 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 5.12 Successful Respondent Development Rights To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in the Contract shall preclude Successful Respondent from developing for itself, or for others, materials which are competitive with those produced as a result of the services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Successful Respondent wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Successful Respondent and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. 6 TERMS AND CONDITIONS APPLICABLE TO STATE AGENCY PURCHASES ONLY A. Under Texas Government Code, Chapter 2054, Subchapter M, and DIR implementing rules, DIR state agency and Institution of Higher Education Customers must procure EIR that complies with the Accessibility Standards defined in the Texas Administrative Codes 1 TAC 206, 1 TAC 213, and in the Worldwide Web Consortium WCAG 2.0 AA technical standard as applicable, and when such products or services are available in the commercial marketplace or when such products are developed in response to procurement solicitations. Successful Respondent hereby represents, certifies, and warrants that it and its products and services comply with all relevant accessibility laws and standards. i) Upon request, and prior to a DIR Customer purchase, Successful Respondent must provide accurate Accessibility Conformance Reports (ACRs) created using the applicable sections of the Voluntary Product Accessibility Templateg (VPATS) Revised Section 508 Edition (Version 2.3 or higher) or links to ACRs located on manufacturer websites for Commercial Off the Shelf (COTS) products, including Software as a Service (SaaS), for each product or product family (as applicable) included in the submitted pricelist. Instructions on how to complete this document are included in the template itself. ACRs based on earlier versions of the VPAT® template will be accepted if such competed ACRs already exist, and there have been no changes to the product/service since the time of the original document completion. ii) If Successful Respondent claims that a proposed product or family of products is exempt from accessibility requirements, it must specify the product(s) as such in "Notes" located in the product information section of the VPAT v.2.3 or higher, or as an additional note in the product information section of older VPAT versions of the form, specifying each exempt product or product family with a supporting statement(s) for this position. iii) Upon request, and prior to a DIR customer purchase for IT development services, Successful Respondent must provide a completed, current, accurate, Vendor Accessibility Development Services Information Request (VADSIR) form for non -COTS offerings (such as IT related development services, services that include user accessed, online components, etc.) which documents Successful Respondent's capability or ability to produce accessible electronic and information resources. iv) Additionally, Successful Respondent must ensure that EIR Accessibility criteria are integrated into key phases of the project development lifecycle including but not limited to Appendix A Standard Contract Terms and Conditions Page 14 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 planning, design, development, functional testing, user acceptance testing, maintenance; and report accessibility status at key project checkpoints as defined by DIR customers. v) Upon request, and prior to a Customer purchase for COTS products, or IT development services, Successful Respondent must provide a completed, current, accurate, Policy Driven Adoption for Accessibility (PDAA) for Vendor Self -Assessment. vi) Also upon request, Successful Respondent must provide additional documentation that supports the information contained in the aforementioned completed forms. Examples may include but are not limited to: executed accessibility test plans and results, corrective actions plans, description of accessibility test tools, platforms, and methods, and prior work. B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) i) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as defined below, in accordance with contracts developed by DIR, unless the agency obtains an exemption from DIR or a written certification that a commodity is not on DIR contract (for the limited purpose of purchasing from a local government purchasing cooperative). ii) Commodity items are commercially available software, hardware and technology services that are generally available to businesses or the public and for which DIR determines that a reasonable demand exists in two or more state agencies. Hardware is the physical technology used to process, manage, store, transmit, receive or deliver information. Software is the commercially available programs that operate hardware and includes all supporting documentation, media on which the software may be contained or stored, related materials, modifications, versions, upgrades, enhancements, updates or replacements. Technology services are the services, functions and activities that facilitate the design, implementation, creation, or use of software or hardware. Technology services include seat management, staffing augmentation, training, maintenance and subscription services. Technology services do not include telecommunications services. Seat management is services through which a state agency transfers its responsibilities to a vendor to manage its personal computing needs, including all necessary hardware, software and technology services. iii) Successful Respondent agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of higher education are exempt from this Section. 7 CONTRACT FULFILLMENT AND PROMOTION 7.1 Service, Sales and Support of the Contract Successful Respondent shall provide service, sales, and support resources to serve all Customers. It is the responsibility of Successful Respondent to sell, market, and promote products and services available under the Contract. Successful Respondent shall use best efforts to ensure that potential Customers are made aware of the existence of the Contract. All contracts for and sales to Customers for products and services available under the Contract shall be in accordance with the Contract. 7.2 Internet Access to Contract and Pricing Information A. Successful Respondent Webpage Appendix A Standard Contract Terms and Conditions Page 15 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Within thirty (30) calendar days from the Effective Date, Successful Respondent will establish and maintain a webpage specific to the services awarded under the Contract that is clearly distinguishable from other, non-DIR Contract offerings on Successful Respondent's website. Successful Respondent must use a web hosting service that provides a dedicated internet protocol (IP) address. Successful Respondent's website must have a Secure Sockets Layer (SSL) certificate and Customers must access Successful Respondent's website using Hyper Text Transfer Protocol Secure (HTTPS) and it will encrypt all communication between Customer browser and website. The webpage must include: i) a list with description of products and/or services awarded; ii) Successful Respondent contact information (name, telephone number and email address); iii) instructions for obtaining quotes and placing Purchase Orders; iv) the DIR Contract number with a hyperlink to the Contract's DIR webpage; v) a link to the DIR "Cooperative Contracts" webpage; vi) the DIR logo in accordance with the requirements of Section 7.9; and vii) any other information that the Contract indicates is required to be included on the webpage. B. If Successful Respondent does not meet the webpage requirements listed above, DIR may cancel the Contract without penalty. 7.3 Accurate and Timely Contract Information Successful Respondent warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained, and displayed in an objective and timely manner. Successful Respondent, at its own expense, shall correct any non -conforming or inaccurate information posted at Successful Respondent's website within ten (10) business days after written notification by DIR. 7.4 Webpage Compliance Checks Periodic Compliance Checks of the information posted for the Contract on Successful Respondent's website will be conducted by DIR. Upon request by DIR, Successful Respondent shall provide verifiable documentation that pricing listed upon this website is compliant with the pricing as stated in the Contract. 7.5 Webpage Changes Successful Respondent hereby consents to a link from the DIR website to Successful Respondent's website in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. DIR reserves the right to terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Successful Respondent with subsequent notice of link suspension, termination or removal. Successful Respondent shall provide DIR with timely written notice of any change in URL or other information needed to access the site and/or maintain the link. Appendix A Standard Contract Terms and Conditions Page 16 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 7.6 Use of Access Data Prohibited If Successful Respondent stores, collects, or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Successful Respondent for the purpose of implementing or marketing the Contract, and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State and Successful Respondent shall not restrict access to Contract terms and conditions including pricing, i.e., through use of restrictive technology or passwords. 7.7 Responsibility for Content Successful Respondent is solely responsible for administration, content, intellectual property rights, and all materials at Successful Respondent's website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract. 7.8 Services Warranty and Return Policies Successful Respondent will adhere to Successful Respondent's then -currently published policies concerning product and service warranties and returns. Such policies for Customers will not be more restrictive or more costly than warranty and return policies for other similarly situated customers for like products and services. 7.9 DIR and Customer Logos Successful Respondent may use a Customer's logo only upon prior written approval of such Customer. Successful Respondent may use the DIR logo in the promotion of the Contract to Customers with the following stipulations: A. the logo may not be modified in any way, B. when displayed, the size of the DIR logo must be equal to or smaller than Successful Respondent's logo, C. the DIR logo is only used to communicate the availability of services under the Contract to Customers, and D. any other use of the DIR logo requires prior written permission from DIR. 7.10 Successful Respondent Logo If DIR receives Successful Respondent's prior written approval, DIR may use Successful Respondent's name and logo in the promotion of the Contract to communicate the availability of services under the Contract to Customers. Use of the logo may be on the DIR website or on printed materials. Any use of Successful Respondent's logo by DIR must comply with and be solely related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Successful Respondent's trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Successful Respondent. 7.11 Trade Show Participation At DIR's discretion, Successful Respondent may be required to participate in no more than two (2) DIR sponsored trade shows each calendar year. Successful Respondent understands and agrees that participation, at Successful Respondent's expense, includes providing a manned booth display or similar presence. DIR will provide four (4) months advance notice of any required participation. Successful Respondent must display the DIR logo at all trade shows that potential Customers will attend. DIR Appendix A Standard Contract Terms and Conditions Page 17 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 reserves the right to approve or disapprove of the location or the use of the DIR logo in or on Successful Respondent's booth. 7.12 Orientation Meeting Within thirty (30) calendar days from execution of the Contract, Successful Respondent will be required to attend an orientation meeting to discuss the content and procedures of the Contract to include administrative requirements for reporting and administrative fee payments. The meeting will be held in the Austin, Texas area at a date and time mutually acceptable to DIR and Successful Respondent or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of Successful Respondent for attendance at the meeting. 7.13 Performance Review Meetings Successful Respondent shall attend periodic meetings to review Successful Respondent's performance under the Contract at DIR's request. The meetings will be held in the Austin, Texas area at a date and time mutually acceptable to DIR and Successful Respondent or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of Successful Respondent for attendance at the meeting. 7.14 DIR Cost Avoidance As part of the performance measures reported to state leadership, DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, Successful Respondent shall provide DIR with a detailed report of a representative sample of products or services sold under the Contract. The report shall contain: product or service description, list price, price to Customer under the Contract, and pricing from three (3) alternative sources under which DIR Customers can procure the products or services. 8 PURCHASE ORDERS, INVOICES, AND PAYMENTS 8.1 Purchase Orders All Customer Purchase Orders will be placed directly with Successful Respondent. Accurate Purchase Orders shall be effective and binding upon Successful Respondent when accepted by Successful Respondent. 8.2 Invoices A. Invoices shall be submitted by Successful Respondent directly to Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for services purchased under the Contract and any provision of acceptance of such services shall be made by the Customer to Successful Respondent. For Customers that are not subject to Chapter 2251, Texas Government Code, Customer and Successful Respondent will agree to acceptable terms. B. Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to services, prices, and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the products and services by the Customer. C. The DIR Administrative Fee shall not be broken out as a separate line item when pricing or invoice is provided to Customer. Appendix A Standard Contract Terms and Conditions Page 18 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK8134F51 DF3 8.3 Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Successful Respondent. The statute states that payments for goods and services are due thirty (30) calendar days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. For Customers that are not subject to Chapter 2251, Texas Government Code, Customer and Successful Respondent will agree to acceptable terms. 8.4 Tax -Exempt As per Section 151.309, Texas Tax Code, Customers under the Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under the Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and 0). Customers shall provide evidence of tax- exempt status to Successful Respondent upon request. 8.5 Travel Expense Reimbursement Pricing for services provided under the Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (https://comptroller.texas.gov/purchasing/ rroograms/travel-mana eg ment). Travel time may not be included as part of the amounts payable by Customer for any services rendered under the Contract. The DIR Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre -approved in writing by Customer. Customer reserves the right not to pay travel expenses which are not pre -approved in writing by the Customer. L=KYL�_Y_:7��JI YI\ 17u 11►� Gyl Y.7\I Y [I]�I 9.1 Contract Managers DIR and Successful Respondent will each provide a contract manager ("Contract Manager") to support the Contract (respectively, the "DIR Contract Manager" and "Successful Respondent Contract Manager"). Information regarding each Contract Manager will be posted on the internet website designated for the Contract. DIR reserves the right to require a change in Successful Respondent Contract Manager if Successful Respondent Contract Manager is not, in the sole opinion of DIR, adequately serving the needs of the State. 9.1.1 DIR Contract Manager The DIR Contract Manager's duties include but are not limited to: A. monitoring compliance and management of the Contract, B. advising DIR of Successful Respondent's performance under the Contract, and C. periodic verification of pricing and monthly reports submitted by Successful Respondent. 9.1.2 Successful Respondent Contract Manager Successful Respondent Contract Manager's duties shall include but are not limited to: Appendix A Standard Contract Terms and Conditions Page 19 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 A. supporting the marketing and management of the Contract, B. facilitating dispute resolution between Successful Respondent and Customers, and C. advising DIR of Successful Respondent's performance under the Contract. 9.2 Reporting and Administrative Fees 9.2.1 Reporting Responsibility A. Each month, Successful Respondent shall report all products and services purchased under the Contract. Successful Respondent shall file monthly reports to include monthly sales reports, subcontract reports, and pay the DIR Administrative Fees in accordance with the due dates specified in this Section. B. DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this Section, including but not limited to, Compliance Checks of Successful Respondent's applicable Contract books. Successful Respondent will provide all required documentation at no cost. 9.2.2 Detailed Monthly Report A. Using the Vendor Sales Report (VSR) portal, Successful Respondent shall provide DIR with a monthly report in the format required by DIR detailing sales activity under the Contract for the previous month period. This included months in which there are no sales. Reports may be submitted between the first (1st) and the fifteenth (15th) of each month and are due no later than the fifteenth (15th) calendar day of the month following the month of the sale. If the 15th calendar day falls on a weekend or state or federal holiday, the report shall be due on the next business day. Per transaction, the monthly report shall include, at a minimum,: the detailed sales for the period, Customer name, invoice date, invoice number, description, quantity, MSRP or List Price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the estimated DIR Administrative Fee for the reporting period, subcontractor name, EPEAT designation (if applicable), configuration (if applicable), contract discount percentage, actual discount percentage, negotiated contract price (if fixed price is offered instead of discount off of MSRP), and other information as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to Successful Respondent for correction in accordance with this Section. B. Successful Respondent shall report in a manner required by DIR which is subject to change dependent upon DIR's business needs. Failure to do so may result in Contract termination. 9.2.3 Historically Underutilized Businesses Subcontract Reports A. Successful Respondent shall electronically provide each Customer with their relevant Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR. B. Reports shall be due in accordance with the CPA rules. Appendix A Standard Contract Terms and Conditions Page 20 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK8134F51 DF3 9.2.4 DIR Administrative Fee A. The DIR Administrative Fee shall be paid by Successful Respondent to DIR to defray the DIR costs of negotiating, executing, and administering the Contract. The maximum administrative fee is set by the Texas Legislature in the biennial General Appropriations Act. DIR will review monthly sales reports, close the sales period, and notify Successful Respondent of the amount of the DIR Administrative Fee no later than the fourteenth (14th) calendar day of the month following the date of the reported sale. Successful Respondent shall pay the amount of the DIR Administrative Fee by the twenty-fifth (25th) calendar day of the second month following the date of the reported sale. For example, Successful Respondent reports January sales no later than February 15th; DIR closes January sales and notifies Successful Respondent of the amount of the DIR Administrative Fee by March 14th; Successful Respondent submits payment of the DIR Administrative Fee for January sales by March 25th. B. DIR may change the amount of the DIR Administrative Fee upon thirty (30) calendar days written notice to Successful Respondent without the need for an amendment to the Contract. C. To preserve the DIR Administrative Fee in place at the time of the sale of product or service, the calculation of the DIR Administrative Fee is based on the Purchase Order date for each sale. D. Successful Respondent shall reference the Contract number, reporting period, and DIR Administrative Fee amount on any remittance instruments. 9.2.5 Accurate and Timely Submission of Reports A. Successful Respondent shall submit reports and DIR Administrative Fee payments accurately and timely in accordance with the due dates specified in this Section. Successful Respondent shall correct any inaccurate reports or DIR Administrative Fee payments within three (3) business days upon written notification by DIR. Successful Respondent shall deliver any late reports or late DIR Administrative Fee payments within three (3) business days upon written notification by DIR. If Successful Respondent is unable to correct inaccurate reports or DIR Administrative Fee payments or deliver late reports and DIR Administrative Fee payments within three (3) business days, Successful Respondent shall contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. B. Should Successful Respondent fail to correct inaccurate reports or cure the delay in timely and accurate delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right at DIR's expense to require an independent third -party audit of Successful Respondent's records as specified in Section 9.3 Records and Audit. DIR will select the auditor (and all payments to auditor will require DIR approval). C. Failure to timely submit three (3) reports or DIR Administrative Fee payments within any rolling twelve (12) month period may, at DIR's discretion, result in the addition of late fees of $100/day for each day the report or payment is due (up to $1000/month) or suspension or termination of Successful Respondent's Contract. Appendix A Standard Contract Terms and Conditions Page 21 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 9.3 Records and Audit A. Acceptance of funds under the Contract by Successful Respondent acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Successful Respondent further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Successful Respondent shall ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Successful Respondent and the requirement to cooperate is included in any subcontract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. B. Successful Respondent shall maintain adequate records to establish compliance with the Contract until the later of a period of seven (7) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract, whichever is later. Such records shall include per transaction: Customer name, invoice date, invoice number, description, quantity, MSRP or List Price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each administrative fee owed DIR under the Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. C. Successful Respondent shall grant access to all paper and electronic records, books, documents, accounting procedures, practices, customer records including but not limited to contracts, agreements, purchase orders and statements of work, and any other items relevant to the performance of the Contract to the DIR Internal Audit department or DIR Contract Management staff, including the Compliance Checks designated by the DIR Internal Audit department, DIR Contract Management staff, the State Auditor's Office, and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking, and/or copying such books and records. D. Successful Respondent shall provide copies and printouts requested by DIR without charge. DIR shall use best efforts to provide Successful Respondent ten (10) business days' notice prior to inspecting, Compliance Checking, and/or copying Successful Respondent's records. Successful Respondent's records, whether paper or electronic, shall be made available during regular office hours. Successful Respondent personnel familiar with Successful Respondent's books and records shall be available to the DIR Internal Audit department, or DIR Contract Management staff and designees as needed. Successful Respondent shall provide adequate office space to DIR staff during the performance of Compliance Check. If Successful Respondent is found to be responsible for inaccurate reports, DIR may invoice for the reasonable costs of the audit, which Successful Respondent must pay within thirty (30) calendar days of receipt. Appendix A Standard Contract Terms and Conditions Page 22 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 E. For procuring State Agencies whose payments are processed by the CPA, the volume of payments made to Successful Respondent through the CPA and the administrative fee based thereon shall be presumed correct unless Successful Respondent can demonstrate to DIR's satisfaction that Successful Respondent's calculation of DIR's administrative fee is correct. 9.4 Contract Administration Notification A. Prior to execution of the Contract, Successful Respondent shall provide DIR with written notification of the following: i) Successful Respondent Contract Manager's name and contact information, ii) Successful Respondent sales representative name and contact information, and iii) name and contact information of Successful Respondent personnel responsible for submitting reports and payment of DIR Administrative Fees. B. Upon execution of the Contract, DIR shall provide Successful Respondent with written notification of the DIR Contract Manager's name and contact information. 10 SUCCESSFUL RESPONDENT RESPONSIBILITIES 10.1 Indemnification 10.1.1 Indemnities by Successful Respondent A. Successful Respondent shall defend, indemnify, and hold harmless DIR, the State of Texas, and Customers, AND/OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUCCESSORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, resulting from, or related to: i) any acts or omissions of Successful Respondent, its employees, or Third Party Providers in or in connection with the execution or performance of the Contract and any Purchase Orders issued under the Contract; ii) any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights (an "Infringement") in or in connection with the execution or performance of the Contract and any Purchase Orders issued under the Contract; iii) any breach, disclosure, or exposure of data or information of or regarding DIR or any Customer that is provided to or obtained by Successful Respondent in connection with the Contract, including DIR data, Customer data, confidential information of DIR or Customer, any personal identifying information, or any other protected or regulated data by Successful Respondent, its employees, representatives, agents, or subcontractors in or in connection with the execution or performance of the Contract and any Purchase Orders issued under the Contract; and iv) tax liability, unemployment insurance or workers' compensation or expectations of benefits by Successful Respondent, its employees, representatives, agents, or subcontractors in or in connection with the execution or performance of the Contract and any Purchase Orders issued under the Contract. B. THE DEFENSE SHALL BE COORDINATED BY SUCCESSFUL RESPONDENT WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED Appendix A Standard Contract Terms and Conditions Page 23 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 DEFENDANTS IN ANY LAWSUIT AND SUCCESSFUL RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. FOR NON -STATE AGENCY CUSTOMERS, THE DEFENSE SHALL BE COORDINATED BY CUSTOMER'S LEGAL COUNSEL. SUCCESSFUL RESPONDENT AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER AND TO DIR OF ANY SUCH CLAIM. 10.1.2 Infringements If Successful Respondent becomes aware of an actual or potential claim of an Infringement, or Customer provides Successful Respondent with notice of an actual or potential claim of an Infringement, Successful Respondent may (or in the case of an injunction against Customer, shall), at Successful Respondent's sole expense: (i) procure for Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non -infringing. 10.2 Property Damage IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY PROPERTY OF CUSTOMER OR THE STATE DUE TO THE NEGLIGENCE, MISCONDUCT, WRONGFUL ACT OR OMISSION ON THE PART OF SUCCESSFUL RESPONDENT, ITS EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS, SUCCESSFUL RESPONDENT SHALL PAY THE FULL COST OF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF THE PROPERTY, AT THE CUSTOMER'S SOLE ELECTION. SUCH COST SHALL BE DETERMINED BY THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY SUCCESSFUL RESPONDENT NINETY (90) CALENDAR DAYS AFTER THE DATE OF SUCCESSFUL RESPONDENT'S RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE. 10.3 Taxes/Worker's Compensation/Unemployment Insurance Successful Respondent agrees and acknowledges that during the existence of the Contract, Successful Respondent shall be entirely responsible for the liability and payment of Successful Respondent's and its employees' taxes of whatever kind, arising out of the performances in the Contract. Successful Respondent agrees to comply with all state and federal laws applicable to any such persons, including laws regarding wages, taxes, insurance, and workers' compensation. Successful Respondent agrees and acknowledges that Successful Respondent and its employees, representatives, agents, and subcontractors shall not be entitled to any state benefit or benefit of another governmental entity Customer. Customer, DIR, and/or the State shall not be liable to Successful Respondent, its employees, agents, or others for the payment of taxes or the provision of unemployment insurance and/or workers' compensation or any benefit available to a state employee or employee of another governmental entity Customer. Appendix A Standard Contract Terms and Conditions Page 24 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 10.4 Successful Respondent Certifications A. Successful Respondent represents and warrants that, in accordance with Section 2155.005, Texas Government Code, neither Successful Respondent nor the firm, corporation, partnership, or institution represented by Successful Respondent, or anyone acting for such a firm, corporation or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Response to any competitor or any other person engaged in the same line of business as Successful Respondent. B. Successful Respondent hereby certifies, represents, and warrants, on behalf of Successful Respondent that: i) it has not given, offered to give, and do not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; ii) it is not currently delinquent in the payment of any franchise tax owed the State and is not ineligible to receive payment under Section 231.006, Texas Family Code, and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; iii) neither it, nor anyone acting for it, has violated the antitrust laws of the United States or the State, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; iv) it has not received payment from DIR or any of its employees for participating in the preparation of the Contract; v) under Section 2155.004, Texas Government Code, the individual or business entity named in the Contract is not ineligible to receive the Contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate; vi) to the best of its knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Successful Respondent, which if determined adversely to Successful Respondent, will have a material adverse effect on the ability to fulfill its obligations under the Contract; vii) Successful Respondent and its principals are not suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration, nor is Successful Respondent subject to any Federal Executive Orders issued banning certain entities or countries. viii) as of the Effective Date, it is not listed in any of the Divestment Statute Lists published on the Texas State Comptroller's website (https: //comptroller.texas. goy/purchasing/publications/divestment.php); ix) in the performance of the Contract, Successful Respondent shall purchase products and materials produced in the State of Texas when available at the price and time comparable to products and materials produced outside the state, to the extent that such is required under Section 2155.4441, Texas Government Code; Appendix A Standard Contract Terms and Conditions Page 25 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 x) all equipment and materials to be used in fulfilling the requirements of the Contract are of high -quality and consistent with or better than applicable industry standards, if any. All works and services performed pursuant to the Contract shall be of high professional quality and workmanship and according consistent with or better than applicable industry standards, if any; xi) to the extent Successful Respondent owes any debt including, but not limited to, delinquent taxes, delinquent student loans, and child support owed to the State of Texas, any payments or other amounts Successful Respondent is otherwise owed under the Contract may be applied toward any debt Successful Respondent owes the State of Texas until the debt is paid in full; xii) it is in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; xiii) the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest and certify that Successful Respondent will not reasonably create the appearance of impropriety, and, if these facts change during the course of the Contract, certify Successful Respondent shall disclose the actual or potential conflict of interest and any circumstances that create the appearance of impropriety; xiv) under Section 2155.006 and Section 2261.053, Texas Government Code, it is not ineligible to receive the Contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate; xv) it has complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures. In addition, Successful Respondent acknowledges the applicability of Section 2155.444 and Section 2155.4441, Texas Government Code, in fulfilling the terms of the Contract; xvi) Customer's payment and their receipt of appropriated or other funds under this Agreement are not prohibited by Section 556.005 or Section 556.008, Texas Government Code; xvii) in accordance with Section 2271.002, Texas Government Code, by signature hereon, Successful Respondent does not boycott Israel and will not boycott Israel during the term of the Contract; xviii) in accordance with Section 2155.0061, Texas Government Code, the individual or business entity named in the Contract is not ineligible to receive the Contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate; xix) in accordance with Section 2252.152, Texas Government Code, it is not identified on a list prepared and maintained under Section 2270.0201 (previously 806.051) or Section 2252.153, Texas Government Code; xx) if Successful Respondent is required to make a verification pursuant to Section 2274.002, Texas Government Code, Successful Respondent verifies that it does not boycott energy companies and will not boycott energy companies during the term of the Contract; xxi) if Successful Respondent is required to make a verification pursuant to Section 2274.002, Texas Government Code, Successful Respondent verifies that it (A) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (B) will not discriminate during the term of the contract against a firearm entity or firearm trade association; Appendix A Standard Contract Terms and Conditions Page 26 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 xxii) under Section 161.0085, Texas Health and Safety Code, Successful Respondent is not ineligible to receive the Contract; xxiii) if Successful Respondent is required to make a certification pursuant to Section 2274.0101, Texas Government Code, (A) Successful Respondent, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of Successful Respondent, is not owned by or the majority of stock or other ownership interest of Respondent is not held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a country designated by the Governor as a threat to critical infrastructure; (B) Successful Respondent, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of Successful Respondent, is not owned by or the majority of stock or other ownership interest of Successful Respondent is not held or controlled by a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a country designated by the Governor as a threat to critical infrastructure; and (C) Successful Respondent, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of Successful Respondent, is not headquartered in China, Iran, North Korea, Russia, or a country designated by the Governor as a threat to critical infrastructure; xxiv) if the services to be provided under a Purchase Order include cloud computing services, Successful Respondent shall comply with the requirements of the Texas Risk and Authorization Management Program ("TX -RAMP"), as provided by 1 TAC § § 202.27 and 202.77, and the TX -RAMP Program Manual ("Program Manual"). Successful Respondent shall maintain program compliance and certification throughout the term of such Purchase Order, including providing all quarterly and ongoing documentation required by the Program Manual and any other continuous monitoring documentation or artifacts required by the Customer issuing such Purchase Order. Upon request from DIR or the Customer issuing such Purchase Order, Successful Respondent shall provide all documents and information necessary to demonstrate Successful Respondent's compliance with TX - RAMP; and xxv) all information provided by Successful Respondent is current, accurate, and complete. C. During the term of the Contract, Successful Respondent shall promptly disclose to DIR all changes that occur to the foregoing certifications, representations, and warranties. Successful Respondent covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations, and warranties and any changes thereto. D. In addition, Successful Respondent understands and agrees that if Successful Respondent responds to certain Customer pricing requests, then, in order to contract with the Customer, Successful Respondent may be required to comply with additional terms and conditions or certifications that an individual customer may require due to state and federal law (e.g., privacy and security requirements). 10.5 Ability to Conduct Business in Texas Successful Respondent shall be authorized and validly existing under the laws of its state of organization and shall be authorized to do business in the State of Texas in accordance with Texas Business Organization Code, Title 1, Chapter 9. Upon request by DIR, Successful Respondent shall provide all Appendix A Standard Contract Terms and Conditions Page 27 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 documents and other information necessary to establish Successful Respondent's authorization to do business in the State of Texas and the validity of Successful Respondent's existence under the laws of its state of organization. 10.6 Equal Opportunity Compliance Successful Respondent agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State of Texas in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, Successful Respondent agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Successful Respondent under the Contract. If Successful Respondent is found to be not in compliance with these requirements during the term of the Contract, Successful Respondent agrees to take appropriate steps to correct these deficiencies. Upon request, Successful Respondent will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision -making authority. 10.7 Use of Subcontractors If Successful Respondent uses any subcontractors in the performance of the Contract, Successful Respondent must make a good faith effort in the submission of its HUB Subcontracting Plan (HSP) in accordance with the State's Policy on Utilization of Historically Underutilized Businesses (HUB). A revised HSP approved by DIR's HUB Office shall be required before Successful Respondent can engage additional subcontractors in the performance of the Contract. A revised HSP approved by DIR's HUB Office shall be required before Successful Respondent can remove subcontractors currently engaged in the performance of the Contract. Successful Respondent shall remain solely responsible for the performance of its obligations under the Contract. 10.8 Responsibility for Actions A. Successful Respondent is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Successful Respondent nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. B. Successful Respondent, for itself and on behalf of its subcontractors, shall report to the DIR Contract Manager within five (5) business days any change to the information contained in the Certification Statement of Exhibit A of the RFO or Section 10.4, Successful Respondent Certifications of this Appendix A to the Contract. Successful Respondent covenants to fully cooperate with DIR to update and amend the Contract to accurately disclose employment of current or former State employees and their relatives and/or the status of conflicts of interest. 10.9 Confidentiality A. Successful Respondent acknowledges that DIR and Customers that are governmental bodies as defined by Section 552.003, Texas Government Code, are subject to the Texas Public Information Act. Successful Respondent also acknowledges that DIR and Customers that are state agencies will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. Appendix A Standard Contract Terms and Conditions Page 28 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 B. Under the terms of the Contract, DIR may provide Successful Respondent with information related to Customers. Successful Respondent shall not re -sell or otherwise distribute or release Customer information to any party in any manner. 10.10 Security of Premises, Equipment, Data and Personnel A. Successful Respondent or Third -Party Providers may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, information, files, and materials belonging to a Customer. Successful Respondent and Third -Party Providers shall preserve the safety, security, and the integrity of such personnel, premises, equipment, and other property, including data, information, files, and materials belonging to Customer, in accordance with the instruction of Customer and to the degree in which Successful Respondent or such Third -Party Provider protects its own information. Successful Respondent shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by Successful Respondent or a Third -Party Provider. If Successful Respondent or Third -Party Provider fails to comply with Customer's security requirements, then Customer may immediately terminate the Purchase Order and related Service Agreement. B. If a Purchase Order is subject to Section 2054.138, Texas Government Code, Successful Respondent shall meet the security controls required by such Purchase Order, and shall periodically provide to the Customer evidence that Successful Respondent meets such required security controls. 10.11 Background and/or Criminal History Investigation Prior to commencement of any services, background and/or criminal history investigation of Successful Respondent's employees and Third -Party Providers who will be providing services to the Customer under the Contract may be performed by the Customer or the Customer may require that Successful Respondent conduct such background checks. Should any employee or Third -Parry Provider of Successful Respondent who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or Third -Party Provider in question. 10.12 Limitation of Liability A. For any claim or cause of action arising under or related to the Contract, to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages. B. Successful Respondent and a Customer may include in a Purchase Order a term limiting Successful Respondent's liability for damages in any claim or cause of action arising under or related to such Purchase Order; provided that any such term may not limit Successful Respondent's liability below two-times the total value of the Purchase Order. Such value includes all amounts paid and amounts to be paid over the life of the Purchase Order to Successful Respondent by such Customer as described in the Purchase Order. C. Notwithstanding the foregoing or anything to the contrary herein, any limitation of Successful Respondent's liability contained herein or in a Purchase Order shall not apply to: claims of bodily Appendix A Standard Contract Terms and Conditions Page 29 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 injury; violation of intellectual property rights including but not limited to patent, trademark, or copyright infringement; indemnification requirements under the Contract; and violation of State or Federal law including but not limited to disclosures of confidential information and any penalty of any kind lawfully assessed as a result of such violation. 10.13 Overcharges Successful Respondent hereby assigns to DIR any and all of its claims for overcharges associated with the Contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq. 10.14 Prohibited Conduct Successful Respondent represents and warrants that, to the best of its knowledge as of the date of this certification, neither Successful Respondent nor any subcontractor, firm, corporation, partnership, or institution represented by Successful Respondent, nor anyone acting for Successful Respondent or such subcontractor, firm, corporation or institution has: (1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the RFO directly or indirectly to any competitor or any other person engaged in such line of business during the procurement for the Contract. 10.15 Required Insurance Coverage A. As a condition of the Contract, Successful Respondent shall provide the listed insurance coverage within five (5) business days of execution of the Contract if Successful Respondent is awarded services which require that Successful Respondent's employees perform work at any Customer premises or use vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, Successful Respondent shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to such Customer within five (5) business days following the execution of the Purchase Order. Successful Respondent may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. If Successful Respondent's services under the Contract will not require Successful Respondent to perform work on Customer premises, or to use vehicles (whether owned or otherwise) to conduct work on behalf of Customers, Successful Respondent may certify to the foregoing facts, and agree to provide notice and the required insurance if the foregoing facts change. The certification and agreement must be provided by executing the Certification of Off -Premise Customer Services in the form provided by DIR, which shall serve to meet the insurance requirements. B. All required insurance must be issued by companies that have an A rating and a minimum Financial Size Category Class of VII from AM Best, and are licensed in the State of Texas and authorized to provide the corresponding coverage. The Customer and DIR will be named as additional insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Successful Respondent thereunder. The minimum acceptable insurance provisions are as follows: Appendix A Standard Contract Terms and Conditions Page 30 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 10.15.1 Commercial General Liability Commercial General Liability must include $1,000,000.00 per occurrence for Bodily Injury and Property Damage with a separate aggregate limit of $2,000,000.00; Medical Expenses per person of $5,000.00; Personal Injury and Advertising Liability of $1,000,000.00; Products/Completed Operations aggregate Limit of $2,000,000.00 and Damage to Premises Rented: $50,000.00. Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain the following provisions: A. Blanket contractual liability coverage for liability assumed under the Contract; B. Independent Contractor coverage; C. State of Texas, DIR, and Customer listed as an additional insured; and D. Waiver of Subrogation. 10.15.2 Workers' Compensation Insurance Workers' Compensation Insurance and Employers' Liability coverage must include limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Title 5, Subtitle A, Texas Labor Code) and minimum policy limits for Employers' Liability of $1,000,000 per accident, $1,000,000 disease PER EMPLOYEE and $1,000,000 per disease POLICY LIMIT. 10.15.3 Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non -owned, and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. The policy shall contain the following endorsements in favor of DIR and/or Customer: A. Waiver of subrogation; B. Additional insured. 10.16 Use of State Property Successful Respondent is prohibited from using a Customer's equipment, location, or any other resources of a Customer, DIR, or the State of Texas for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State of Texas long distance services. Any charges incurred by Successful Respondent using a Customer's equipment for any purpose other than performing services under this Agreement must be fully reimbursed by Successful Respondent to such Customer immediately upon demand by such Customer. Such use shall constitute breach of contract and may result in termination of the Contract, the Purchase Order, and other remedies available to DIR and Customer under the Contract and applicable law. 10.17 Immigration A. Successful Respondent shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Immigration and Reform Act of 1986, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any individual(s) who will perform any labor or services under the Contract. B. Pursuant to Chapter 673, Texas Government Code, Successful Respondent shall, as a condition of the Contract, also comply with the United States Department of Homeland Security's E-Verify system to determine the eligibility of - Appendix A Standard Contract Terms and Conditions Page 31 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 i) all persons 1) to whom the E-Verify system applies, and 2) who are hired by Successful Respondent during the term of the Contract to perform duties within Texas; and ii) all subcontractors' employees 1) to whom the E-Verify system applies, and 2) who are hired by the subcontractor during the term of the Contract and assigned by the subcontractor to perform work pursuant to the Contract. C. Successful Respondent shall require its subcontractors to comply with the requirements of this Section and Successful Respondent is responsible for the compliance of its subcontractors. Nothing herein is intended to exclude compliance by Successful Respondent and its subcontractors with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. 10.18 Public Disclosure No public disclosures or news releases pertaining to the Contract shall be made by Successful Respondent without prior written approval of DIR. 10.19 Product and/or Services Substitutions Substitutions are not permitted without the prior written consent of DIR or Customer. 10.20 Secure Erasure of Hard Disk Managed Services Products and/or Services Successful Respondent agrees that all managed service products and/or services equipped with hard disk drives (e.g., computers, telephones, printers, fax machines, scanners, multifunction devices) shall have the capability to securely erase, destroy, or render unreadable data written to the hard drive prior to final disposition of such managed service products and/or services, either at the end of the managed service product and/or services' useful life or at the end of the Customer's managed service product and/or services' useful life or the end of the related Purchase Order for such products and/or services, in accordance with 1 TAC 202 or NIST 800-88. 10.21 Deceptive Trade Practices; Unfair Business Practices A. Successful Respondent represents and warrants that neither Successful Respondent nor any of its subcontractors has been (i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations as defined under Chapter 17, Texas Business & Commerce Code, or (ii) has outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. B. Successful Respondent certifies that it has no officers who have served as officers of other entities who (i) have been found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations or (ii) have outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. 10.22 Drug Free Workplace Policy Successful Respondent shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (41 U.S.C. §§8101-8106) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (Financial Assistance), issued by the Office of Management and Budget (2 C.F.R. Part 280, Subpart F182) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. Appendix A Standard Contract Terms and Conditions Page 32 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 10.23 Public Information A. Pursuant to Section 2252.907, Texas Government Code, Successful Respondent is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. B. Each State government entity should supplement the provision set forth in Section A, above, with the additional terms agreed upon by the parties regarding the specific format by which Successful Respondent is required to make the information accessible by the public. C. Successful Respondent represents and warrants that it will comply with the requirements of Section 552.372(a), Texas Government Code, where applicable. Except as provided by Section 552.374(c), Texas Government Code, the requirements of Subsection J, Chapter 552, Texas Government Code, may apply to the Contract or certain Purchase Orders, and Successful Respondent agrees that the Contract or such Purchase Orders can be terminated if Successful Respondent knowingly or intentionally fails to comply with a requirement of that subchapter. 10.24 Successful Respondent Reporting Requirements Successful Respondent shall comply with Subtitle C, Title 5, Business & Commerce Code, Chapter 109, requiring computer technicians to report images of child pornography. 10.25 Cybersecurity Training In accordance with Section 2054.5192, Texas Government Code, for any contract with a state agency or institution of higher education, if Successful Respondent, or a subcontractor, officer, or employee of Successful Respondent, will have access to a state computer system or database, then Successful Respondent shall ensure that such officer, employee, or subcontractor shall complete a cybersecurity training program certified under Section 2054.519, Texas Government Code, as selected by Customer state agency or institution of higher education. The cybersecurity training program must be completed by such officer, employee, or subcontractor during the term of the Contract and during any renewal period. Successful Respondent shall verify to the Customer state agency or institution of higher education completion of the program by each such officer, employee, or subcontractor. 11 CONTRACT ENFORCEMENT 11.1 Enforcement of Contract and Dispute Resolution A. Successful Respondent and DIR agree to the following: (i) a party's failure to require strict performance of any provision of the Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, (iii) except as provided in Sec. 2251.051 Texas Government Code, Successful Respondent shall continue performance while the dispute is being resolved, and (iv) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Travis County, Texas. B. Disputes arising between a Customer and Successful Respondent shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with the above. DIR shall not be a party to any such dispute unless DIR, Customer, and Successful Respondent agree in writing. Appendix A Standard Contract Terms and Conditions Page 33 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 C. State agencies are required by rule (34 TAC §20.108(b)) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000.00. 11.2 Termination 11.2.1 Termination for Non -Appropriation 11.2.1.1 Termination for Non -Appropriation by Customer Customers may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non -appropriation, Successful Respondent will be provided ten (10) calendar days written notice of intent to terminate. In the event of such termination, Customer will not be in default or breach under the Purchase Order or the Contract, nor shall it be liable for any further payments ordinarily due under the Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. 11.2.1.2 Termination for Non -Appropriation by DIR DIR may terminate the Contract if funds sufficient to pay its obligations under the Contract are not appropriated: by the i) Texas legislature or ii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non -appropriation, Successful Respondent will be provided thirty (30) calendar days written notice of intent to terminate. In the event of such termination, DIR will not be in default or breach under the Contract, nor shall it be liable for any further payments ordinarily due under the Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. 11.2.2 Absolute Right DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Successful Respondent becomes listed on the prohibited vendors list authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Successful Respondent becomes suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; or (iii) Successful Respondent is found by DIR to be ineligible to hold the Contract under Subsection (b) of Section 2155.006, Texas Government Code. Successful Respondent shall be provided written notice in accordance with Section 14.1, Notices, of intent to terminate. 11.2.3 Termination for Convenience DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days' written notice. A Customer may terminate a Purchase Order by giving the other party thirty (30) calendar days' written notice. Appendix A Standard Contract Terms and Conditions Page 34 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 11.2.4 Termination for Cause 11.2.4.1 Contract Either DIR or Successful Respondent may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, certification, representation, warranty, or provision of the Contract, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non -defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non -defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing products or services under the Contract have no power to terminate the Contract for default. 11.2.4.2 Purchase Order Customer or Successful Respondent may terminate a Purchase Order or other contractual document or relationship upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order or other contractual document or relationship, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non - defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non -defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Purchase Order. Customer may immediately suspend or terminate a Purchase Order without advance notice in the event Successful Respondent fails to comply with confidentiality, privacy, security requirements, environmental, or safety laws or regulations, if such non-compliance relates or may relate to vendor provision of goods or services to the Customer. 11.2.5 Immediate Termination or Suspension DIR may immediately suspend or terminate the Contract without advance notice if DIR receives notice or knowledge of potentially criminal violations by Successful Respondent (whether or not such potential violations directly impact the provision of goods or services under the Contract). In such case, Successful Respondent may be held ineligible to receive further business or payment but may be responsible for winding down or transition expenses incurred by Customer. DIR or Customer will use reasonable efforts to provide notice (to the extent allowed by law) to Successful Respondent within five (5) business days after the suspension or termination. Successful Respondent may provide a response and request an opportunity to present its position. DIR or Customer will review Successful Respondent's presentation but is under no obligation to provide formal response. Appendix A Standard Contract Terms and Conditions Page 35 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK8134F51 DF3 11.2.6 Customer Rights Under Termination In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and any Purchase Order issued prior to the termination or expiration of the Contract. The Purchase Order survives the expiration or termination of the Contract in accordance with Section 4_5. 11.2.7 Successful Respondent Rights Under Termination In the event a Purchase Order expires or is terminated, a Customer shall pay all amounts due for products or services ordered prior to the effective expiration or termination date and ultimately accepted. 11.3 Force Majeure DIR, Customer, or Successful Respondent may be excused from performance under the Contract or a Purchase Order for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order (each such event, an "Event of Force Majeure"), provided that the party experiencing such Event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration or impact of the Event of Force Majeure. The party suffering an Event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this Section, such non-performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by such Customer that Successful Respondent will not be able to deliver services in a timely manner to meet the business needs of such Customer. 12 NON -SOLICITATION OF STATE EMPLOYEES Successful Respondent shall not solicit, directly or indirectly, any employee of DIR who is associated with the Contract for a period of ninety (90) calendar days following the expiration or termination of the Contract. Further, Successful Respondent shall not solicit, directly or indirectly, any employee of a Customer who is associated with a Purchase Order for a period of ninety (90) calendar days following the expiration or termination of such Purchase Order. 13 WARRANTY Customers may provide written notice to Successful Respondent of errors, inaccuracies, or other deficiencies in products or services provided by Successful Respondent under a Purchase Order within thirty (30) calendar days or receipt of an invoice for such products or services. Successful Respondent shall correct such error, inaccuracy, or other deficiency at no additional cost to Customer. Appendix A Standard Contract Terms and Conditions Page 36 <Rev December 2021> Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 14 NOTIFICATION 14.1 Notices All notices, demands, designations, certificates, requests, offers, consents, approvals, and other instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or (ii) three (3) business days after being mailed via United States Postal Service. All notices under the Contract shall be sent to a parry at the respective address indicated in the Contract or to such other address as such party shall have notified the other party in writing. 14.2 Handling of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15th Street, Suite 1300 Austin, Texas 78701 (512) 475-4759, facsimile 15 CAPTIONS The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. <END OF APPENDIX A> Appendix A Standard Contract Terms and Conditions Page 37 <Rev December 2021> Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 EXHIBIT C CITY OF FORT WORTH IT TERMS AND CONDITIONS Notwithstanding any language to the contrary in Exhibits A or D, the parties hereby agree that the provisions in this Attachment below shall be applicable to the Agreement as follows 1. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self -insured status as requested by Vendor. 2. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. The indemnity provisions in favor of City (referred to therein as "Customer") contained in the underlying cooperative contract shall remain in full force and effect. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. IP Indemnification. The IP indemnification provisions contained in the underlying cooperative contract in favor of City (referred to therein as "Customer") remain in full force and effect. Additionally, so long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 3, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Exhibit C Page 1 of 6 Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, City may terminate the affected portion of the Services and Vendor shall refund City prepaid fees attributed to the affected Services for the unused portion of the applicable subscription term VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 4. Artificial Intelligence and Data Use. 4.1. Definitions. For purposes of this Agreement: 4.1.1. "Artificial Intelligence" or "Al" any machine -based system that, for any explicit or implicit objective, infers from the inputs the system receives how to generate outputs, including content, decisions, predictions, or recommendations, that can influence physical or virtual environments. 4.2. Use Restrictions. Vendor shall not: 4.2.1. permit or allow your third -party providers to develop, train, or fine- tune any generative/foundational Al models with User Prompts, User Content, or Outputs; 4.2.2. commingle City's User Prompts, User Content, or Outputs with other data sets for the purpose of developing, training, or fine-tuning any generative/foundational Al models, except in the context of providing the Services under this Agreement and except as provided in Section 3.3 of West's Legal Al Terms. 4.2.3. deploy Al systems in providing the Services in a manner that results in Vendor or any third parry obtaining any rights in City Data, except as provided in Section 4 of West's Legal Al Terms. 4.3. Survival. This provision shall survive the expiration or termination of this Agreement and shall remain in full force and effect thereafter. 5. Data Breach. Any indemnification provisions negotiated by the underlying cooperative on behalf of and in favor of City (referred to therein as "Customer"), related to data breach, remain in full force and effect. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial Exhibit C Page 2 of 6 Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall, without unreasonable delay, notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws and shall take the appropriate steps to remedy such Data Breach. Vendor will be responsible for its obligations under the Agreement, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. Vendor may process and transfer Personal Data as described in the Agreement, including any applicable data processing or security terms. 6. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 8. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 9. Immiaration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Vendor shall comply with all applicable federal and state employment eligibility verification requirements. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. Exhibit C Page 3 of 6 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK8134F51 DF3 10. Insurance. 10.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 10.1.1. Commercial General Liability: 10.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 10.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 10.1.1.3. Defense costs shall be outside the limits of liability. 10.1.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 10.1.2. Technology Liability (Errors & Omissions) 10.1.2.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 10.1.2.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 10.1.2.3. Coverage shall include, but not be limited to, the following: 10.1.2.3.1. Failure to prevent unauthorized access; 10.1.2.3.2. Unauthorized disclosure of information; 10.1.2.3.3. Implantation of malicious code or computer virus; 10.1.2.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; Exhibit C Page 4 of 6 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 10.1.2.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 10.1.2.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 10.1.2.3.7. Any other insurance as reasonably requested by City. 10.2. General Insurance Requirements: 10.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 10.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 10.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII Exhibit C Page 5 of 6 Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 10.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. Exhibit C Page 6 of 6 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Cxhibit D • •'. ; Thomson Version 5.1 (US) ' • •• ReutersTM Last Modified: June 1, 2025 •��•. General Terms and Conditions These General Terms and Conditions ("General Terms") govern your access and use of Thomson Reuters Services, as such term is defined below. "We", "us", "our" and "Thomson Reuters" means the Thomson Reuters entity or entities providing Services (and thus the entity or entities with all rights and obligations with respect to those Services) under the applicable Ordering Document. "You" and "your" means the client, customer or subscriber agreeing to or accepting these terms. 1. Definitions a. "Affiliate" means, in the case of us, Thomson Reuters Corporation and any entity that, from time to time, is directly or indirectly controlled by Thomson Reuters Corporation. In the case of you, Affiliate means any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control of you. "Control" means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise. b. "Agreement" means each Ordering Document, these General Terms, and any applicable terms that are incorporated in the Ordering Document or these General Terms. c. "Confidential Information" means information in any form, whether oral or written, of a business, financial or technical nature which the recipient reasonably should know is confidential and which is disclosed by a party in the course of the Agreement. d. "Documentation" means manuals, handbooks, guides and other user instructions, documentation and materials available through the Services or provided by us regarding the capabilities, operation, and use of our Services. e. "Ordering Document" means an order form, order confirmation, statement of work, invoice, e-commerce confirmation or similar agreement issued by such Thomson Reuters entity or entities that lists or describes the Services to be supplied by us. f. "Professional Services" means the implementation, customization, training, consulting or other professional services we provide, as may be described in the applicable Ordering Document. g. "Property" means our property, which includes but is not limited to our Services, information, Documentation, data (whether tangible or intangible) and Usage Information. Property also includes data, information and technologies supplied by our third -party providers and available through the Services. h. "Services" means the cloud computing services, software -as -a -service, online research services, Professional Services, as well as any products, including installed software, supplied by Thomson Reuters under the Agreement that are detailed in the applicable Ordering Document. i. "Usage Information" means any information, data, or other content (including statistical compilations and performance information) related to or derived from your access to and use of the Property. j. "Your Data" means, other than Usage Information, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Services. Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 General Terms and Conditions 2 2. IP Ownership; Licenses & Delivery a. Reservation of Rights. Together with our licensors, we reserve all rights not expressly granted under the Agreement. Except for the limited rights and licenses expressly granted herein, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Property. You acknowledge that, as between the parties, all intellectual property rights in the Property are owned by us, our Affiliates, or third -party providers. You will not remove or conceal any property rights notices in the Property and will include such notices on any copy you are permitted to make. b. Services License. Except with respect to any installed software, which is licensed under Section 2(d) below, or Professional Services, we hereby grant you a non-exclusive, non-sublicensable, non -transferable right to access, view, and use our Services solely for your own internal business purposes subject to the terms and conditions of the Agreement. c. Documentation License. Where Documentation is available, we hereby grant you a non-exclusive, non- sublicensable, non -transferable license to use such Documentation solely for your internal business purposes and in connection with your use of our Services subject to the terms and conditions of the Agreement. d. Installed Software License. To the extent you purchase a license or subscription to any of our installed software, we grant you a non-exclusive, non-sublicensable, non -transferable right to install and use such installed software only for your own internal business purposes subject to the terms and conditions of the Agreement. You may make necessary copies of such installed software solely for backup and archival purposes. Any such copy of such installed software: (i) remains our exclusive Property; (ii) is subject to the terms and conditions of the Agreement; and (iii) must include all copyright or other proprietary rights notices contained in the original. You may only use such installed software in object code format. e. Limited License to Your Data. You hereby grant us a non-exclusive license and right to use, copy, store, host, display, transmit and process Your Data solely as necessary for Thomson Reuters, our employees and contractors to provide our Services under the Agreement and in accordance with applicable law. Your Data may be used as an input for certain Artificial Intelligence ("AI") -based functionality within our Services ("Input") resulting in an output generated by the Al service ("Output"). You grant Thomson Reuters a license to use, modify, and adapt the Input as necessary for Thomson Reuters to perform, and improve our Services. Thomson Reuters retains all rights to any of the Property embedded in, or included with any Output, including any derivatives, or modifications thereto. You represent and warrant that you have all necessary rights and appropriate consents related to Your Data to allow Thomson Reuters to perform the Services and enforce its rights. We may delete or disable Your Data if required under applicable law, in which case we will use our reasonable efforts to provide notice to you. We acknowledge that, as between the parties, all intellectual property rights in Your Data are owned by you or your licensors. f. Delivery. We will deliver our Services and any Documentation electronically, on tangible media, or by other means, in our sole discretion. When you download or access our Services or Documentation, you are accepting it for use in accordance with the Agreement g. Ordering Document. Your Ordering Document identifies the Services, quantities, charges and other details of your order. The applicable Ordering Document may also refer to and incorporate documents which may apply to the Services you selected. If you are permitted in the Ordering Document or a separate agreement with Thomson Reuters to provide an Affiliate with access to any part of the Services, you will ensure that such Affiliate complies with all provisions of the Agreement applicable to you. h. Use of Name. Other than as necessarily required for (i) the provision of the Services, (ii) internal account management purposes, or (iii) compliance with applicable law or regulation, neither party may use the other party's name, trademarks or any derivatives of them, without the other's prior written consent. 3. Our Services a. Changes to Service. Our Services may change from time to time, but we will not change their fundamental nature unless otherwise expressly permitted herein. Certain Services include updates (bug fixes, patches, maintenance releases). We reserve the right to charge for upgrades (releases or versions that include new features or additional functionality) or any application programming interfaces ("APIs") for applicable Services. Any ' Thomson ' Reuters Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 General Terms and Conditions 3 additional charges for selected upgrades or APIs will be set forth in a separate Ordering Document. We may subject certain features or functionality to metering or other usage restrictions to maintain responsive performance. b. Passwords. Your access to certain Services is password protected. You are responsible for ensuring that passwords are kept confidential. Sharing passwords is strictly prohibited. Each user must immediately change their username/password combinations that have been acquired by or disclosed to an unauthorized third party. c. Third -Party Provider Terms. Our Services may include data and software from third parties. Some third -party providers require Thomson Reuters to pass additional terms through to you. The third -party providers change their terms occasionally and new third -party providers are added from time to time. To see the current third -party additional terms for our Services please click on the following URL: www.thomsonreuters.com/thirdpartyterms (collectively, "Third -Party Provider Terms"). You agree to comply with all applicable Third -Party Provider Terms. d. Third -Party Supplemental Software. You may be required to license third -party software to operate some of our Services. Additional terms may apply to such third -party software. e. Integrations. If permitted by Thomson Reuters, you may integrate certain third -party services, platforms, applications, extensions, add-ons, and related offerings that are not provided by us with the Services (collectively, "Integrations"). You acknowledge and agree that your use of any Integrations is subject to and shall be governed by the applicable terms and conditions of your separate agreement with the relevant third -party provider. You are solely responsible for complying with any requirements set forth by any such third parties. We do not make any representations or warranties with respect to Integrations and will not be responsible for your use of Integrations. If you choose to use an Integration with the Services, you acknowledge and agree that you are authorizing us to access and share Your Data with the third -party provider on your behalf solely in order for the third -party provider to provide the relevant Integration to you. f. Unauthorized Technology. Unless we give you prior written authorization, you must not (i) run or install any computer software or hardware on, against, in relation to, or as an overlay over, our Services or network; (ii) mine, scrape, index, or otherwise automatically access, collect, copy, download or record the Property; or (iii) automatically connect (whether through APIs or otherwise) the Property to other data, software, services or networks. Neither party will knowingly introduce any malicious software or technologies into the Services or the other party's networks. g. Use Restrictions. You shall not use or permit a third party to use the Property for any purposes beyond the scope of the access granted in the Agreement. Without prejudice to the generality of the foregoing, and unless otherwise expressly permitted in the Agreement, you may not and you may not permit a third party to: (i) sell, license, sublicense, distribute, make available, publish, display, store, copy, modify, merge, adapt, decompile, decode or disassemble, reverse engineer, remove any proprietary notices, translate or transfer the Property in whole or in part, or as a component of any other product, service or material; (ii) use or provide the Property on a white-labelled/re-branded basis, or otherwise commercially exploit the Property in any manner; (iii) use the Property to develop or improve products or services that compete with the Services; (iv) allow third parties to access, use or benefit from the Property in any way; or (v) use the Property (1) to develop, train, adapt, fine-tune, modify or improve any artificial intelligence software or other technologies, (2) to create any derivative works, adaptations, compilations or collective works in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of Thomson Reuters, our third -party providers, or any other person, or (3) in a manner that violates any applicable law. You shall not impersonate another person or entity, hide or attempt to hide your identity, knowingly misrepresent your affiliation with a person or entity or otherwise use the Services for any fraudulent purpose. h. Acceptable Use. You may (i) download limited extracts of content from our Services solely for your own internal business purposes; (ii) print limited extracts of content from our Services solely for your own internal business purposes; and (iii) on an infrequent, irregular and ad hoc basis, distribute limited extracts of content from our Services; provided that, in any case, (1) any such downloading, printing, or distribution is done at all times in accordance with the terms and conditions of the Agreement, (2) such extracts do not reach such quantity as to have commercial value and you do not use such extracts as a substitute for any Services, and (3) Thomson Reuters and any third -party content provider, if applicable, is cited and credited as the source. Exercising legal rights that cannot be limited by agreement is not precluded. Only if you are in the business of providing audit, tax, or ' Thomson ' Reuters Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C864F51 DF3 General Terms and Conditions 4 accounting services, or legal advice to your clients, the provisions of Section 3(g) do not preclude you from using our Services in accordance with the Agreement to benefit your clients in the ordinary course of your business of providing audit, tax, or accounting services or legal advice. Except as expressly set forth in the Agreement, we retain all rights and you are granted no rights in or to the Property. Notwithstanding any other provision in the Agreement, we may, without prior notice, suspend or limit your use of the Services for your violation of Section 3(g) (Use Restrictions) or this Section 3(h) (Acceptable Use) and we reserve the right to suspend or limit your use of the Services while we investigate any suspected violation of the same. i. Security. Each party will use and will require any subcontractors to use industry standard organizational, administrative, physical and technical safeguards to protect the other's data. The parties agree that the specific technical and organizational measures in the Data Security Addendum available at http://tr.com/trdsa ("DSA") shall apply and are hereby incorporated into the Agreement by reference. Additionally, you will notify us if you become aware of any unauthorized third -party access to our data or systems and will use reasonable efforts to remedy identified security threats and vulnerabilities to your systems. j. Regulatory Compliance and Export Control. Each party shall at all times comply with applicable law, including export controls and economic sanctions, that apply in connection with the Agreement. You represent and warrant on an ongoing basis that you will not obtain, retain, use, or provide access to the Services to an Affiliate or any third party in a manner or from a location that may breach any applicable export control or economic sanctions laws and regulations of the United States of America, the United Kingdom, the European Union and its Member States, Switzerland, or any other applicable jurisdiction. You warrant that neither you, nor any Affiliate that you allow to access to the Services, is or is affiliated with, owned, or controlled by a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to us, you will not involve sanctioned parties, including without limitation, through the use of bank accounts at banks that are sanctioned parties. k. Your Responsibilities. You are responsible for (i) proper use of the Property in accordance with all Documentation, usage instructions and operating specifications; (ii) adherence to the minimum recommended technical requirements; (iii) changes you make to our Services or data; (iv) your combination of the Property with any other products, services, data or other property; (v) implementing and maintaining proper and adequate virus or malware protection and proper and adequate backup and recovery systems; and (vi) installing updates. 4. Charges a. Payment and Taxes. You must pay our charges that are not the subject of a good faith dispute within 30 days of the date of invoice in the currency stated on the applicable Ordering Document without set-off, counterclaim or deduction. We reserve the right to charge a late fee of $25 USD for each invoice not paid by the due date. A Thomson Reuters Affiliate may act as a billing and collection agent for the Thomson Reuters entity listed on the applicable Ordering Document. For online purchases, you authorize us to charge you for charges stated in the applicable Ordering Document via credit card, debit card, or Automated Clearing House or any other method you have agreed to in advance. If you are a non -government subscriber and you fail to pay your invoiced charges, you are responsible for collection costs including reasonable legal fees. The charges listed on the Ordering Document are exclusive of applicable taxes. You must pay applicable taxes and duties, including withholding taxes, value added tax (VAT), sales tax or other taxes (excluding income taxes imposed on Thomson Reuters). You will provide Thomson Reuters written evidence of any withholding tax paid by you or any tax exemption on which you wish to rely. If you are obliged to withhold or deduct any portion of the charges, then Thomson Reuters shall be entitled to receive from you such amounts as will ensure that the net receipt, after tax and duties, to Thomson Reuters in respect of the charges is the same as it would have been were the payment not subject to the tax or duties. Invoice disputes must be notified within 15 days of the date of the invoice. b. Changes. We may increase, or adjust the basis for calculating, the charges for our Services with effect from the start of each renewal term by giving you at least 60 days written notice; any other price changes or adjustments will be as set out in your Ordering Document. c. Excess Use. You must pay additional charges if you exceed the scope of use specified in the applicable Ordering Document, based on the rates specified on the applicable Ordering Document or our current standard pricing, whichever is greater. We may change the charges if you merge with, acquire or are acquired by another entity which results in additional access to our Services or data. ' Thomson ' Reuters Docusign Envelope ID: CA28BF6D-EB72-8FD8-811F-09C8B4F51DF3 General Terms and Conditions 5 5. Privacy The parties agree that the terms of the Data Processing Addendum available at: http://tr.com/data-processing- addendum ("DPA") shall apply to the extent Thomson Reuters Processes Customer Personal Data (as those terms are defined in the DPA), in which case the DPA is hereby incorporated into the Agreement by this reference. For clarity, where each party Processes any Personal Data as separate and independent Controllers (as those terms are defined in the DPA), each party will comply with, and be independently liable under, all applicable laws that apply to it. 6. Confidentiality Each party agrees to (i) protect any Confidential Information received from the other party using the same standard of care it uses to protect its own Confidential Information (which shall be no less than a reasonable degree of care) and (ii) not disclose any part of it to any third party except to its Affiliates, contractors, financial advisors, accountants and attorneys who are subject to legal privilege or confidentiality duties or obligations to the recipient that are no less restrictive than the terms and conditions of the Agreement. If a court or government agency orders either party to disclose the Confidential Information of the other, the other will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification. These obligations of confidentiality do not apply to information which: (1) is or becomes generally available to the public (through no act or omission of the receiving party); (2) becomes known to the receiving party on a non -confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information; (3) was lawfully in the possession of the receiving party prior to such disclosure as established by documentary evidence; or (4) is independently developed by the receiving party, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing party's Confidential Information. This Section 6 shall survive three (3) years after the termination of the Agreement or until the Confidential Information is no longer deemed confidential under applicable law, whichever occurs first. 7. Warranties and Disclaimers a. LIMITED WARRANTY. EXCEPT WITH RESPECT TO INSTALLED SOFTWARE OR PROFESSIONAL SERVICES, WE WARRANT THAT PROPERLY LICENSED SERVICES WILL MATERIALLY CONFORM TO ANY DOCUMENTATION THAT ACCOMPANIES THE SERVICES. THIS LIMITED WARRANTY APPLIES FOR THE DURATION OF THE TERM. YOUR ONLY REMEDY IN THE EVENT WE BREACH THIS LIMITED WARRANTY SHALL BE THE REPAIR OR REPLACEMENT OF THE SERVICES AT NO CHARGE. THIS LIMITED WARRANTY DOES NOT COVER PROBLEMS CAUSED BY YOUR FAILURE TO ADHERE TO INSTRUCTIONS, MODIFICATIONS OR CUSTOMIZATIONS TO OUR SERVICES MADE BY YOU OR CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL. b. INSTALLED SOFTWARE. WE WARRANT THAT OUR INSTALLED SOFTWARE WILL MATERIALLY CONFORM TO OUR DOCUMENTATION FOR 90 DAYS AFTER DELIVERY. IF DURING THIS WARRANTY PERIOD WE ARE UNABLE TO CORRECT, WITHIN A REASONABLE TIME PERIOD AND MANNER, AN INSTALLED SOFTWARE ERROR YOU REPORT TO US, YOU MAY TERMINATE THE APPLICABLE ORDERING DOCUMENT FOR THE AFFECTED INSTALLED SOFTWARE BY PROMPT WRITTEN NOTICE TO US FOLLOWING THE REASONABLE TIME PERIOD AND THE LICENSES WILL IMMEDIATELY TERMINATE. YOUR ONLY REMEDY AND OUR ENTIRE LIABILITY FOR BREACH OF THIS WARRANTY WILL BE A REFUND OF THE APPLICABLE CHARGES. c. PROFESSIONAL SERVICES. WE WARRANT THAT WE WILL PROVIDE ANY PROFESSIONAL SERVICES USING REASONABLE SKILL AND CARE. d. DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES DO NOT APPLY, AND WE STRICTLY DISCLAIM ALL WARRANTIES, WITH RESPECT TO ANY THIRD -PARTY DATA OR THIRD -PARTY SOFTWARE, OR FOR ANY MODIFICATIONS OR CUSTOMIZATIONS YOU MAKE TO OUR SERVICES. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED IN SECTIONS 7(A), (B), and (C) HEREIN, OUR SERVICES ARE PROVIDED "AS IS", AND ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW INCLUDING, WITHOUT LIMITATION, WARRANTIES OR OTHER TERMS AS TO SUITABILITY, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ENTERING THE AGREEMENT, NEITHER PARTY HAS RELIED UPON Thomson • Reuters- Docusign Envelope ID: CA28BF6D-EB72-8FD8-811F-09C8B4F51DF3 General Terms and Conditions 6 ANY STATEMENT, REPRESENTATION, WARRANTY OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THE AGREEMENT. UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DO NOT WARRANT OR REPRESENT OR INCLUDE ANY OTHER TERM THAT THE SERVICES WILL BE DELIVERED FREE OF ANY INACCURACIES, INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS, OR THAT ANY OF THESE WILL BE CORRECTED, AND WE WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH FAULTS. WE DO NOT WARRANT THE LIFE OF ANY URL OR THIRD -PARTY WEB SERVICE. e. NO ADVICE. WE ARE NOT PROVIDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE OR ANY OTHER PROFESSIONAL ADVICE BY ALLOWING YOU TO ACCESS AND USE OUR SERVICES, DOCUMENTATION OR DATA. SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND THOMSON REUTERS IS NOT RESPONSIBLE FOR THESE OPINIONS. YOUR DECISIONS MADE IN RELIANCE ON THE SERVICES, DOCUMENTATION OR YOUR INTERPRETATIONS OF OUR DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY YOU OR ANYONE ACCESSING THE SERVICES THROUGH YOU MADE IN RELIANCE ON THE SERVICES, INCLUDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE SERVICES AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF ANY SERVICES AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE SERVICES. 8. Liability a. LIMITATION. EACH PARTY'S OR ANY OF ITS THIRD -PARTY PROVIDERS' ENTIRE LIABILITY IN ANY CALENDAR YEAR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, INCLUDING FOR NEGLIGENCE, WILL NOT EXCEED THE AMOUNT PAYABLE IN THE PRIOR 12 MONTHS FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM FOR DAMAGES (OR, IF THE CLAIM IS MADE WITHIN THE FIRST 12 MONTHS, 12 TIMES THE AVERAGE OF THE MONTHLY CHARGES PAID). b. EXCLUSIONS. IN NO EVENT SHALL WE OR OUR THIRD -PARTY PROVIDERS BE LIABLE FOR ANY PENALTIES, INTEREST, TAXES OR OTHER AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY. NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF DATA, OR LOSS OF PROFITS (IN EITHER CASE, WHETHER DIRECT OR INDIRECT) EVEN IF SUCH DAMAGES OR LOSSES COULD HAVE BEEN FORESEEN OR PREVENTED. c. Unlimited Liability. Section 8(a) does not limit either party's liability for (i) fraud, fraudulent misrepresentation, willful misconduct, or conduct that demonstrates reckless disregard for the rights of others; (ii) negligence causing death or personal injury; (iii) its infringement of the other party's intellectual property rights or violation of the use restrictions in Section 3(g); (iv) our indemnification obligations in Section 8(d); (v) your indemnification obligations in Section 8(e); or (vi) your obligation to pay the charges on the applicable Ordering Document and all amounts for use of the Services that exceed the usage permissions and restrictions granted to you. Nothing in the Agreement limits liability that cannot be limited under law. d. Third -Party Intellectual Property. If a third party sues you claiming that our Services, excluding any portions of the same provided by our third -party providers, infringes their intellectual property rights, and your use of such Services has been in accordance with the terms and conditions of the Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by Thomson Reuters, provided the claim does not result from: (i) a combination of all or part of our Services with technology, products, services or data not supplied by Thomson Reuters; (ii) modification of all or part of our Services other than by Thomson Reuters or our subcontractors; (iii) use of a version of our Services after we have notified you of a requirement to use a subsequent version; or (iv) your breach of the Agreement. Our obligation in this Section 8(d) is conditioned on you (1) promptly notifying Thomson Reuters in writing of the claim; (2) supplying information we reasonably request; and (3) allowing Thomson Reuters to control the defense and settlement. We may remedy any alleged or anticipated infringement of a third -party intellectual property right by (a) procuring the right for you to continue using the Service in accordance with the Agreement; (b) replacing the affected Property Thomson • Reuters- Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 General Terms and Conditions 7 with replacements that do not alter the fundamental nature of the relevant Service; or (c) taking any of the actions in Sections 9(b) or 9(c). e. Your Obligations. You are responsible for any loss, damage or cost we and our Affiliates incur arising out of or in connection with a third -party claim, or a regulatory fine or penalty, connected to: (i) an allegation that our or our Affiliates' use of the information, data, software, or other materials provided to us by you or on your behalf, which we host, use or modify in the provision of our Services infringes the intellectual property rights of a third party (except to the extent of any indemnity we provide you under Section 8(d) (Third -Party Intellectual Property); (ii) your or your subcontractors' use of the Property in breach of the Agreement or in violation of applicable law; (iii) our or our Affiliates' compliance with any instruction given by you to us in the course of the provision of our Services; or (iv) an assertion by any person accessing or receiving the benefit of any part of our Services through you. f. Customer Assistance. We are not responsible if the Services fail to perform due to your or your third -party service provider's systems, software, hardware, or actions or inactions. We may assist you in investigating and resolving any such failures, subject to the parties agreeing to a written statement of work in advance setting forth the terms, scope, and fees. 9. Term, Termination a. Term. The term and any renewal terms for the Services are described in the applicable Ordering Document. If not otherwise stated in the applicable Ordering Document, the Agreement will automatically renew annually unless either party gives the other at least 30 days written notice before the end of the then current term. b. Suspension. We may suspend or limit your use of the Services, or modify the terms on which it is provided, if (i) we are required to do so by a third -party provider, court or regulator; (ii) there has been or it is reasonably likely that there will be: (1) a breach of security; (2) a breach of the Agreement or another agreement between us; or (3) a violation of applicable law or third -party rights. We will notify you prior to such suspension or limitation unless we determine, in good faith, that (i) we are prohibited from doing so under applicable law or legal process; or (ii) it is necessary to delay notice to prevent imminent harm to us or a third party. Charges remain payable in full during periods of suspension or limitation arising from your fault or breach of the Agreement or another agreement between us. We may terminate the Agreement, in whole or in part, upon written notice following a suspension or limitation of your use of the Services if we determine that the cause of the suspension or limitation is not capable of cure or has not been cured within the time frame required by us. c. Termination. Either party may terminate the Agreement immediately upon written notice if the other party commits a material breach of the Agreement and fails to cure such breach within 30 days of written notice by the non -breaching party. Any misrepresentation by you or failure to fully pay any amount when due under the Agreement is a material breach for this purpose. Either party may terminate the Agreement upon written notice if the other party becomes insolvent or makes a general assignment for the benefit of its creditors. We may terminate the Agreement, in whole or in part, upon reasonable notice in relation to a Service which is being discontinued. d. Pro Rata Refunds. If we suspend your use of the Services or terminate the Agreement for reasons not related to your fault or breach of the Agreement or another agreement between us, you will be entitled to a pro rata refund of any recurring charges paid in advance for Services that have not been rendered. To the extent permitted under applicable law or regulation, you will also be entitled to a pro rats refund of the relevant portion of any indirect taxes paid in advance for Services that have not been rendered. e. Effect of Termination. Except to the extent we have agreed otherwise, upon expiration or termination of the Agreement, all licenses and rights granted herein shall end immediately and you must uninstall or destroy all of the Property. Additionally, upon expiration or termination, at your request, we will, at our discretion, either return or destroy your Confidential Information, except as may be required for archival or compliance purposes. Termination of the Agreement will not (i) relieve you of your obligation to pay Thomson Reuters or its agent any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue or those that expressly state shall survive termination. f. Amendments. We may modify these General Terms, any applicable product specific terms, or any additional terms incorporated in these General Terms (including, but not limited to, Third -Party Provider Terms, DSA, and Thomson ' Reuters- Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 General Terms and Conditions 8 DPA), at any time by providing notice to you by posting the updated terms at http://`tr.com/us-general-terms-and- conditions (or the applicable product specific terms link in the Ordering Document), providing notice to you through your TR account (i.e., My Account or Self -Service Portal), sending you a renewal notice communication, or using other similar means. Modified terms become effective 30 days after such notice. By using the Services after the effective date, you agree to be bound by the most recent version of the terms. You are responsible for reviewing and becoming familiar with any such modifications. g. Force Majeure. We are not liable for any damages or failure to perform our obligations under the Agreement because of circumstances beyond our reasonable control. If those circumstances cause material deficiencies in the Services and continue for more than 30 days, either party may terminate any affected Service on written notice to the other. 10.Third-Party Rights Our third -party providers benefit from our rights and remedies under the Agreement. Except for our third -party providers, no other third parties have any rights or remedies under the Agreement. 11. General a. Assignment. Unless otherwise provided in this Section 11(a), neither party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement to anyone else without the other party's prior written consent, which may not be unreasonably withheld or delayed. We may delegate or transfer any obligation set forth in the Agreement, assign the Agreement, or assign any rights or remedies granted in the Agreement in whole or in part (i) to an Affiliate; (ii) in connection with our or our Affiliate's sale of a division, Service; or (iii) in connection with a reorganization, merger, acquisition, divestiture or similar business transaction. We may subcontract any of the Services in our sole discretion. Any assignment, delegation or other transfer in contravention of this Section 11(a) is void. b. Feedback. You may voluntarily provide any comments, suggestions, ideas or recommendations (collectively, "Feedback") to Thomson Reuters, and if so, you grant Thomson Reuters a perpetual, irrevocable, transferable, non- exclusive right, without charge, to use any Feedback you provide related to any of the Property in any manner and for any purpose. c. Agreement Compliance. We or our professional representatives may review your compliance with the Agreement throughout the term of the Agreement. If the review reveals that you have exceeded the authorized use permitted by the Agreement, you will pay all unpaid or underpaid charges. d. Governing Law. Unless otherwise stated in the applicable Ordering Document, the Agreement will be governed by the laws of the State of New York and each party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of the State of New York located in New York County to settle all disputes or claims arising out of or in connection with the Agreement e. Precedence. If there is conflict among any elements of the Agreement, the descending order of precedence is: any applicable Third -Party Provider Terms contained in Section 3(c) of these General Terms; the applicable Ordering Document; any applicable product specific terms; any applicable additional terms for Services with generative Al skills, these General Terms; and any remaining provisions of the Agreement. f. Trials. All trials or testing of our Services are subject to these General Terms unless we notify you otherwise. Access to our Services for trials may only be used for your evaluation purposes. Unless we agree otherwise in writing, any data you enter into the Services, and any customizations made to the Services by or for you, during any trial may be permanently destroyed at the end of the trial. g. Support Provided. To assist in resolving technical problems with the Services, Thomson Reuters or its agents may provide telephone support and/or online access to its helpdesk or other self-help tools. Additional information related to the support provided by Thomson Reuters is available at http://thomsonreuters.com/support-and- training. You may request assistance with any of the following: (a) issues caused by you or third -party information or materials; (b) any Services, or any versions of Services, that we have advised you are unsupported; (c) issues caused by your failure to follow our instructions or specifications; (d) Services not located in or conforming to the operating environment specified in the Agreement; (e) issues caused by accidents, modifications, support, ' Thomson ' Reuters Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 General Terms and Conditions 9 relocation or misuse of the Service not attributable to us; or (f) your networking or operating environment. Additional charges for such assistance may apply. h. No Waiver. If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy. i. Severability. If any part of the Agreement that is not fundamental is illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement j. Damages Not an Adequate Remedy. Notwithstanding any express remedies provided under this Agreement and without prejudice to any other right or remedy which a party may have under applicable law, each party acknowledges and agrees that damages alone may not be an adequate remedy for any breach by it of the provisions of Section 3(g) (Use Restrictions), 3(h) (Acceptable Use), or Section 6 (Confidentiality) of the Agreement. In the event of any such breach or anticipated breach, a party to the Agreement may seek the remedies of injunction and/or an order for specific performance. k. Consent to Electronic Communications. You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. 1. Notices. Except as otherwise provided in the Agreement, all notices under the Agreement must be in writing and sent by email or mail, courier, fax or delivered in person at the address set out on the relevant Ordering Document between the parties (or such other more recent address notified to the other). However, we may give technical or operational notices or notices of Third -Party Provider Terms via publication on the URL in Section 3(c) or within the Services themselves. m. Relationship. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties. n. Entire Agreement and Non -Reliance. The Agreement contains the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to such subject matter, including without limitation any terms and conditions appearing on a purchase order or other form(s) used by you. Each party acknowledges that, in entering into the Agreement, it has not relied on any representations made by the other party that are not expressed in the Agreement. Prior Versions of the General Terms Version 5.0 (US) Last Modified November 2023 is available here. Version 4.1.1 (US) Last Modified September 2023 is available here. ' Thomson ' Reuters Docusign Envelope ID: CA28BF6D-EB72-8FD8-811F-D9C8B4F51DF3 THOMSON REUTERS DATA PROCESSING ADDENDUM Version 3 Effective 1, February 2025 This DPA shall be effective for all contracts and renewals entered into on or after February 1, 2025. This Data Processing Addendum ("DPA") is incorporated into the Agreement between Thomson Reuters and Customer and sets out the obligations of both parties with respect to the Processing of Customer Personal Data in connection with the Agreement. Unless otherwise defined herein, any capitalized terms shall have the meanings given to them in the Agreement or in Applicable Data Protection Law. 1. DEFINED TERMS. The following terms shall have the following meanings in this DPA: 1.1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity; 1.2. "Agreement" means the underlying agreement between Thomson Reuters and Customer for the provision of the Services that references and incorporates this DPA; 1.3. "Applicable Data Protection Law" means data privacy and cybersecurity laws to the extent applicable to the relevant party's Processing of Customer Personal Data, which may include: (a) the General Data Protection Regulation (Regulation (EU) 2016/679) (and any national implementing laws, regulations and secondary legislation, as amended, updated or replaced from time to time); and/or (b) the California Consumer Privacy Act of 2018 as set forth in Cal. Civ. Code § 1798.100 et seq. (and as amended by the California Privacy Rights Act of 2020, together with the regulations promulgated pursuant thereto), in each case as amended from time to time; 1.4. "Authorized Affiliate" means any of Customer's Affiliate(s) which (a) is subject to Applicable Data Protection Law, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Thomson Reuters, but has not signed its own Agreement or Order Form with Thomson Reuters and is, therefore, not a "Customer" as defined under this DPA; 1.5. "Customer" means the legal entity which has directly entered into the Agreement for Services with Thomson Reuters or its Affiliates; 1.6. "Customer Personal Data" means the Personal Data that Customer or its Authorized Affiliate provides under the Agreement for Thomson Reuters to Process on behalf of Customer in connection with the Services. Customer Personal Data does not include information that is (i) deidentified, anonymized, aggregated, publicly available information, or business contact data (unless the Applicable Data Protection Law otherwise considers such information as Personal Data), (ii) Usage Statistics; or (iii) any information that the Docusign Envelope ID: CA28BF6D-EB72-8FD8-811F-D9C8B4F51DF3 Applicable Data Protection Law specifically states does not constitute Personal Data; 1.7. "Data Security Addendum" means either (a) the Thomson Reuters Data Security Addendum set forth at tr. corn/trdsa, or (b) if applicable, a negotiated data security addendum that is incorporated into the Agreement by the parties, in each case as it may now or hereafter be amended; 1.8. "Data Privacy Framework" or "DPF" means the EU-U.S. Data Privacy Framework (EU- U.S. DPF), the UK Extension to the EU-U.S. Data Privacy Framework (UK Extension to the EU-U.S. DPF), and the Swiss- U.S. Data Privacy Framework (Swiss-U.S. DPF) developed to facilitate transatlantic commerce by providing reliable mechanisms for personal data transfers to the United States from the European Union and European Economic Area, the United Kingdom (and Gibraltar), and Switzerland that are consistent with EU, UK, and Swiss law; 1.9. "DPF Principles" means the binding set of requirements that govern DPF-participating organizations' use and treatment of Personal Data received from the EU/UK or Switzerland under, respectively, the EU-U.S. Data Privacy Framework Principles (which apply to the EU- U.S. DPF and the UK Extension to the EU-U.S. DPF) and the Swiss-U.S. Data Privacy Framework Principles (which apply to the Swiss-U.S. DPF); 1.10. "Security Breach" shall have the meaning ascribed to it in the Data Security Addendum; 1.11. "Services" means the products or services provided by Thomson Reuters to Customer pursuant to the Agreement; 1.12. "Standard Contractual Clauses" means those model clauses approved pursuant to Applicable Data Protection Law that legitimizes the transfer of Personal Data across borders, including the Standard Contractual Clauses approved by the European Commission which can be found here; 1.13. "Subprocessor" means a subcontractor used by Thomson Reuters to provide Services, where such subcontractor Processes Customer Personal Data; 1.14. "Thomson Reuters" means the named Thomson Reuters entity that has entered into the Agreement for Services with Customer; 1.15. "Transfer" means the international transfer of Customer Personal Data; 1.16. "Usage Statistics" means information that is generated by or on behalf of Thomson Reuters and is derived by or through the use of the Services; and 1.17. "Controller" also referred to as "Business", "Processor" also referred to as "Service Provider", "Data Subject" also referred to as "Consumer", "Personal Data" also referred to as "Personal Information", "Process" or "Processing", and "Sell" or "Selling" (or any of their analogous terms) shall all have the meanings set out in the relevant Applicable Data Protection Law. 2. PROCESSING OF CUSTOMER PERSONAL DATA AND PARTIES' OBLIGATIONS. 2.1. Compliance with Laws. Each party agrees to comply with its own obligations under Applicable Data Protection Laws. 2.2. Parties' Obligations. With respect to the Processing of Customer Personal Data in Docusign Envelope ID: CA28BF6D-EB72-8FD8-811F-D9C8B4F51DF3 connection with the Services, the parties agree that: 2.2.1. Customer is the Controller of Customer Personal Data and, consequently, Thomson Reuters is a Processor thereof, in which the parties agree that the Customer Personal Data is being disclosed to Thomson Reuters only for such limited and specified purposes as described in Customer's instructions, including the purpose of Processing and Processing activities as set forth in the Agreement; 2.2.2. Each party will (i) inform the other if, in its reasonable opinion, an instruction infringes on its own obligations under Applicable Data Protection Law or other laws and (ii) upon reasonable request, provide assistance required under Applicable Data Protection Law with respect to data protection impact assessments, consulting with relevant data protection authorities, and/or making available relevant information necessary to demonstrate compliance with Applicable Data Protection Law; 2.2.3. Without limiting Section 2.1, Customer represents and warrants that it has obtained all consents for and rights to, and has provided all necessary notices to Data Subjects with respect to, the Customer Personal Data as required for the same to be Processed as contemplated by the Agreement; and 2.2.4. Except as required under Applicable Data Protection Law, Customer acknowledges and agrees that Thomson Reuters is under no duty to independently collect consent from or provide notice to any Data Subjects or to investigate the completeness, accuracy, or sufficiency of any specific Customer instruction or Customer Personal Data. 3. OBLIGATIONS OF THOMSON REUTERS. Thomson Reuters will take steps to ensure that: 3.1. Limitations on Processing. It only Processes the Customer Personal Data hereunder in alignment with Customer's instructions, including those set forth in the Agreement; 3.2. Personnel. Its personnel (including staff, agents, and Subprocessors) who handle Customer Personal Data are subject to a duty of confidentiality; 3.3. Security. It maintains and implements appropriate technical and organisational measures designed to protect Customer Personal Data against unauthorized destruction, loss, alteration, disclosure thereof, or access thereto. The parties agree that the security measures set forth on the Data Security Addendum are in scope and fulfill the obligations of this Section; 3.4. Access Requests. It will provide reasonable cooperation to Customer or a Data Subject to fulfil a Data Subject's request to access, correct, delete, or cease processing of Personal Data. To the extent Thomson Reuters receives a request, correspondence, enquiry, or complaint from a regulator that directly relates to Customer Personal Data, then (to the extent permissible) it will promptly refer the same to Customer for handling; 3.5. Breach Notification. It will report a Security Breach as required and in accordance with Section 4 of the Data Security Addendum, including that, to the extent known, it shall provide relevant information and reasonable cooperation so that Customer can fulfil its own obligations as Controller. The obligations herein shall not apply to incidents that are caused by Customer or Customer's users; 3.6. Deletion and Retention. Upon request, it will delete the Customer Personal Data in its (or its Subprocessors') possession, except to the extent that Thomson Reuters is required to retain Docusign Envelope ID: CA28BF6D-EB72-8FD8-811F-D9C8B4F51DF3 such data by law or its data retention policies (in which case Thomson Reuters shall isolate and protect such Customer Personal Data from further active Processing except to the extent required by law); 3.7. Subprocessors. It will impose written data protection terms on any Subprocessor that are no less restrictive than the terms of this DPA; remain primarily liable for acts or omissions of its Subprocessor in the same manner as for its own acts or omissions under the Agreement, in which Customer hereby (a) provides its general authorization for Thomson Reuters to engage Subprocessors to carry out its obligations under the Agreement; and (b) agrees that Thomson Reuters does not provide tailor-made services and, therefore, the Services and related Personal Data protection solutions and operations, including engagement of any Subprocessor by Thomson Reuters, are offered "as is"; 3.7.1. Updates and Objection. Thomson Reuters' Subprocessors, and updates thereof, can be found on its webpages here or in other notices provided from time to time. Thomson Reuters will provide Customer the opportunity to reasonably object to the appointment or replacement of a Subprocessor. To the extent reasonable, Thomson Reuters will either give Customer an opportunity to pay for the Service without use of the objectionable Subprocessor or terminate, subject to the terms of the Agreement, the specific Service(s) affected by the Subprocessor at issue; and 3.8. Audits. It will allow for and contribute to audits conducted by Customer or an external auditor selected by Customer in accordance with Section 3 of the Data Security Addendum. At Customer's expense and to the extent a more extensive audit is granted by Thomson Reuters, then the parties agree to negotiate, in good faith, a statement of work that outlines the scope and time frames of the audit. 4. DATA TRANSFERS. 4.1. General. Customer (or its agents) or Thomson Reuters will only Transfer (including any onward Transfers) Customer Personal Data as permitted by Applicable Data Protection Law. 4.2. Transfers of European Personal Data. To the extent Customer and/or Thomson Reuters participate in a Data Privacy Framework (DPF) and such party's participation governs the relevant Transfers of Personal Data pursuant to the Agreement, then the parties shall comply with each of their respective requirements of the Data Privacy Framework, including the DPF Principles. If, under Applicable Data Protection Laws in the relevant jurisdiction, the Data Privacy Framework does not cover the relevant Transfers and/or the relevant DPF is invalidated, the parties agree that the terms of the EU Standard Contractual Clauses, the UK Addendum, or UK International Data Transfer Agreement shall apply to any Transfers of Personal Data governed by GDPR (or by the Applicable Laws of a jurisdiction other than the EU/EEA where such laws expressly recognize the GDPR Standard Contractual Clauses as a mechanism to legitimize the Transfer of Personal Data) and/or the UK GDPR, respectively, to a country that has not received an adequacy decision, provided that Customer shall first perform a transfer impact assessment and implement any required additional safeguards prior to transferring the Personal Data. 4.3. Other Data Transfers. If Applicable Data Protection Law requires the participation of Thomson Reuters to legitimize the Transfer, such as the execution of Standard Contractual Clauses, then Customer shall notify Thomson Reuters and the parties will cooperate in good faith to implement the required transfer mechanism. 5. GENERAL. All other terms and conditions of the Agreement remain in full force and effect. In the event of any inconsistencies between this DPA and the Agreement, this DPA shall prevail as Docusign Envelope ID: CA28BF6D-EB72-8FD8-811F-D9C8B4F51DF3 it relates to the Processing of Customer Personal Data only. In the event of any inconsistencies between this DPA and Applicable Data Protection Law, the relevant Applicable Data Protection Law shall prevail but only to the extent that it governs the Processing of Customer Personal Data. Version History Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK8134F51 DF3 Thomson Reuters Data Security Addendum Version 2.0 THOMSON REUTERS" Last Modified: November 3, 2023 THOMSON REUTERS DATA SECURITY ADDENDUM This Data Security Addendum (the "Addendum") amends the Agreement between Thomson Reuters and Customer and sets out the obligations of both parties regarding the security of Your Data in connection with the Agreement. In the event of a conflict between the terms and conditions of this Addendum and the Agreement, the terms and conditions of this Addendum will take precedence only with respect to the security of Your Data. Customer will be the same as "Customer", "Client", or "you"; and Thomson Reuters will mean the same as "us", "we", "TR" or "Thomson Reuters", as the terms may be used in the Agreement. 1. INFORMATION SECURITY PROGRAM 1.1 Thomson Reuters will maintain an information security program that adopts the International Organization for Standardization (ISO/EEC 27002:2013) and/or the National Institute of Standards and Technology Cybersecurity Framework (MIST CSF). The program will include, but is not limited to, the following components: (i) Information security policy framework; (ii) Program documentation; (iii) Auditable controls; (iv) Compliance records; and (v) Appointed security officer and information security personnel. 1.2 Thomson Reuters will establish and maintain information security policies designed to protect the confidentiality and integrity of Your Data hosted in the Services, which will include the following: (i) Policies to restrict access to Your Data only to authorized Thomson Reuters personnel and subcontractors; (ii) Policies requiring the use of user IDs, passwords, and multi -factor authentication to access Your Data; (iii) Policies requiring connections to the internet to have commercially reasonable controls to help detect and terminate unauthorized activity prior to the firewall maintained by Thomson Reuters; (iv) Policies requiring performance of periodic vulnerability assessments; (v) Policies for the use of anti-malware and patch management controls to help protect against virus or malware infection and exploitation of security vulnerabilities; and (vi) Policies and standards for the use of auditable controls that record and monitor activity. 1.3 Thomson Reuters will train and communicate to Thomson Reuters personnel its defined information security principles and information security policies and standards in accordance with the following: (i) Applicable Thomson Reuters personnel will be required to take training, both at hire and on a regular basis, in information security practices and the correct use of Pagel of 8 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Thomson Reuters Data Security Addendum Version 2.0 T H O M S O N R E U T E R S Last Modified: November 3, 2023 information processing facilities to minimize possible security threats; (ii) Applicable Thomson Reuters personnel will be instructed to report any observed or suspected threats, vulnerabilities, or incidents to our Security Operations Center; and (iii) Thomson Reuters information security personnel will be made aware of reported information security threats and concerns and will support the Thomson Reuters information security policy in the course of their normal work. 1.4 Thomson Reuters will be responsible for its personnel's compliance with the terms of the Agreement and with Thomson Reuters standard policies and procedures. Thomson Reuters will maintain a disciplinary process to address any unauthorized access, use, or disclosure of Your Data by any Thomson Reuters personnel. 1.5 Thomson Reuters will maintain a formal plan for incident response to promptly respond to suspected or confirmed breaches of Your Data in accordance with regulatory and legal obligations. 1.6 Thomson Reuters policy with respect to user IDs and passwords for Thomson Reuters personnel accessing Thomson Reuters systems includes, but is not limited to, the following components: (i) Each user has a unique account identifier or user ID; (ii) Each user ID or account is assigned a password; (iii) User IDs are added, modified, and deleted in accordance with Thomson Reuters - approved account management processes; (iv) Verification of user identify before password resets; (v) Passwords must conform to defrted criteria that included length, complexity requirements and limitations on reuse; (vi) User IDs, passwords and tokens are not shared or used by anyone other than the user to whom it was assigned; (vii) Temporary or default passwords are set to unique values and changed after first use; (viii) User ID password changes are required at least every ninety (90) days; (ix) Failed and repeated access attempts are locked for a reasonable and appropriate duration; (x) Idle sessions are locked after a commercially reasonable period of time; and (xi) User IDs are disabled after personnel termination. 2. DATA SECURITY CONTROLS 2.1 Application Strategy, Design, and Acquisition. (i) Thomson Reuters will inventory applicable applications and network components and assess their business criticality. Page 2 of 8 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK8134F51 DF3 Thomson Reuters Data Security Addendum Version 2.0 T H O M S O N R E U T E R S Last Modified: November 3, 2023 (ii) Thomson Reuters will review critical applications regularly to ensure compliance with industry and commercially reasonable security standards. 2.2 Anti -Virus and Anti-Malware. (i) Thomson Reuters will implement and configure industry standard anti -virus and anti-malware software on systems holding or processing Your Data for regular signature updates. (ii) Thomson Reuters will implement threat management capabilities designed to protect systems holding or processing Your Data. 2.3 Network Security. (i) Thomson Reuters will configure network devices (including routers and switches) according to approved lockdown standards. (ii) Thomson Reuters will segregate the data center networks into separate logical domains with the network security controls approved by its security personnel. 2.4 Web and Application Security. (i) Thomson Reuters will maintain commercially reasonable security measures for internet-accessible applications, including: a. Implementing processes for developing secure applications; b. Performing pre -deployment and ongoing security assessments of internet- accessible applications; C. Developing internet-accessible applications based on secure coding guidelines such as those found in the Open Web Application Security Project (OWASP) Development Guide; and d. Validating the input, internal processing, and output of data in internet- accessible application(s). (ii) Thomson Reuters will implement a change management process for documenting and executing operational changes in Services. 2.5 Compliance. (i) Thomson Reuters will establish and adhere to policies that comply with laws and regulations that are applicable to Thomson Reuters and its provision of Services. Thomson Reuters does not determine whether Your Data includes information subject to any specific law or regulation and compliance with any such law or regulation is the sole responsibility of the Customer. (ii) To the extent legally permitted, Thomson Reuters will endeavor to notify Customer promptly after Thomson Reuters receives correspondence or a complaint from a government or regulatory official or agency related to the security of Your Data. For purposes of the foregoing, a correspondence or complaint excludes normal customer service correspondence or inquiries. 2.6 Physical and Environmental Security. Thomson Reuters Services will be housed in secure facilities protected by a secure Page 3 of 8 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Thomson Reuters Data Security Addendum Version 2.0 THOMSON REUTERS Last Modified: November 3, 2023 perimeter, with generally accepted industry standard security barriers and entry controls for providers of similar services, including: (i) Such Thomson Reuters facilities will be physically protected from unauthorized access, damage, and interference; (ii) Access to such facilities will be logged and logs will be maintained; (iii) Procedures will be maintained for visitors and guests accessing such Thomson Reuters facilities; and (iv) Thomson Reuters will employ physical safeguards designed to protect Thomson Reuters Services systems from security threats and environmental hazards. 2.7 Security Testing and Patchiniz. (i) Thomson Reuters will perform security testing for common security coding errors and vulnerabilities against systems holding or processing Your Data in line with generally accepted industry standards. (ii) Thomson Reuters will regularly scan systems holding or processing Your Data for security vulnerabilities. (iii) Thomson Reuters will follow a commercially reasonable and industry standard security patching process. 2.8 Exchange, Transfer, and Storage of Information. (i) Thomson Reuters shall ensure that all account usernames and authentication credentials are stored and transmitted across networks and protected with a minimum of 128 AES encryption. Thomson Reuters shall not store user credentials in clear text under any circumstances. Your Data shall be encrypted at a minimum of 256 AES when in transit and at rest. Thomson Reuters will also use encryption for Your Data being transmitted across the public Internet or wirelessly, and as otherwise required by applicable laws. Thomson Reuters will hold such encryption keys in the strictest of confidence and limit access to only named individuals with a need to have access. (ii) Your Data will not be stored or transported on a laptop or any other mobile device or storage media, including USB, DVDs, or CDs, unless encrypted using a commercially reasonable encryption methodology. All electronic data transfers of Your Data by Thomson Reuters will be transmitted via SFTP or other commercially reasonable encrypted form. 2.9 Penetration Testing, Monitoring, Vulnerabilities. (i) Thomson Reuters or an appointed third parry may periodically perform penetration testing on the Thomson Reuters systems supporting the Services. Upon written request, Thomson Reuters shall make available to Customer a summary on the outcome of such relevant penetration testing or an executive summary of the penetration testing results. (ii) Thomson Reuters will monitor the relevant Thomson Reuters information systems for security threats, misconfigured systems, and vulnerabilities on an ongoing basis. Page 4 of 8 Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-D9C8l34F51 DF3 Thomson Reuters Data Security Addendum Version 2.0 THOMSON REUTERS Last Modified: November 3, 2023 (iii) Thomson Reuters will classify any vulnerability findings identified as emergency, critical, high, medium, or low in accordance with generally accepted industry standards for providers of similar services, and in accordance with Thomson Reuters risk assessment policies. Although the actual timeframe needed to affect such remediation will depend on the nature of the finding, Thomson Reuters will undertake commercially reasonable efforts to correct vulnerabilities according to the following timeframes: Vulnerability Classification Definition Remediation Goal Begin deployment of A vulnerability that has a high patches and mitigations Emergency probability of being widely exploited in promptly, without undue a manner disruptive to normal business delay, and complete operations remediation activities within seven 7 days A vulnerability that has a high probability of being exploited that could Without undue delay and Critical result in broad exposure of confidential in any event within thirty information or disruption of service, but (30) days the nature of the vulnerability does not reach the level of an "emergency" risk A vulnerability that has a reasonably high probability of being exercised that Without undue delay and High Risk could allow broad exposure or in any event within sixty compromise of confidential information (60) days or disru tion of service. A vulnerability that has a medium Without undue delay and Medium Risk probability of being exercised. in any event within ninety 90 days Best efforts to address vulnerability in accordance with Thomson A vulnerability that has a low Reuters risk management Low Risk probability of being exercised. policies. Depending on the scope of the vulnerability, correction may be addressed in the next scheduled update. 2.10 Personnel Access. Thomson Reuters will implement controls designed to manage its personnel's access to systems supporting the Services to be granted on a need -to -know basis consistent with assigned job responsibilities, which may include the use of role -based Page 5 of 8 Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 Thomson Reuters Data Security Addendum Version 2.0 T H O M S O N R E U T E R S Last Modified: November 3, 2023 access controls to help ensure appropriate access rights, permissions, and segregation of duties. 2.11 Segregation of Data. Thomson Reuters agrees that Your Data hosted within the Services in a production environment is maintained so as to preserve logical segregation of Your Data from data of others. 2.12 Data Removal, Deletion and Destruction. If not otherwise set forth in the applicable Agreement, upon conclusion or termination of the Services at the written request of the Customer, Thomson Reuters will securely destroy and, upon request, confirm the destruction of all copies of Your Data in any electronic or non -electronic form, except (i) for backup or archival copies kept in the normal course of business, including as part of a defined data retention program; or (ii) to the extent necessary to comply with applicable law and regulations. 2.13 Adjustment of Data Security Controls. Thomson Reuters will evaluate and may adjust its data security controls in light o£ (i) the results of the testing monitoring; (ii) any material changes to Thomson Reuters operations or business arrangements; (iii) the results of risk assessments performed; or (iv) any other circumstances that Thomson Reuters knows or has reason to know may have a material impact on its data security controls. 3. SECURITY QUESTIONNAIRES AND ASSESSMENTS 3.1 No more than once per calendar year, Customer may request Thomson Reuters in writing to complete an information security questionnaire, or by way of a secure portal, be provided with a pre -populated security questionnaire in an industry recognized format. Thomson Reuters agrees to respond to such questionnaire as soon as commercially reasonable. Customers who purchase multiple products under one or more agreements will coordinate requests into a single questionnaire per calendar year. You agree that the information contained in such responses are the proprietary and confidential information of Thomson Reuters. 3.2 To the extent Thomson Reuters performs and makes available to customers an independent third -parry assessment or certification with respect to that service (e.g., ISO 27001, SOC 2), upon Customer's request, Customer may review an available executive summary of the results of such security assessments for the Services containing Your Data. You agree that the information contained in such assessment, certification, or executive summary are the proprietary and confidential information of Thomson Reuters. 4. NOTIFICATION OF SECURITY BREACH 4.1 Thomson Reuters will, without undue delay but in any event within seventy-two (72) hours of discovery, notify Customer of a Security Breach. Thomson Reuters agrees that it will not inform any third party of any Security Breach naming you without first obtaining Customer's prior written consent, unless if (i) required by applicable law or regulation; or (ii) such disclosure is in furtherance of a Thomson Reuters security breach investigation or the execution of its response plan. 4.2 In the event of any such Security Breach, Thomson Reuters will take commercially reasonable measures and actions to remedy or mitigate the effects of the Security Breach and will perform a root cause analysis to identify the cause of such Security Breach. Page 6 of 8 Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 Thomson Reuters Data Security Addendum Version 2.0 T H O M S O N R E U T E R S Last Modified: November 3, 2023 4.3 Upon Customer's reasonable request, Thomson Reuters may provide documentation related to such Security Breach, including, to the extent known, a summary of the cause of such Security Breach and steps taken to remedy the Security Breach and to prevent a reoccurrence. Thomson Reuters will reasonably cooperate with Customer in seeking injunctive or other equitable relief against any third parry deemed responsible or complicit in the Security Breach. 4.4 If legally permitted, in the event of a Security Breach, Thomson Reuters agrees to reasonably cooperate with Customer with protecting its rights relating to the use, disclosure, protection, and maintenance of Your Data. 5. BUSINESS CONTINUITY AND DISASTER RECOVERY Thomson Reuters will, at all times while this Agreement is in effect, maintain a Business Continuity and Disaster Recovery Plan. Thomson Reuters will perform periodic testing of its Business Continuity and Disaster Recovery Plan to confirm its effectiveness. Upon Customer request, Thomson Reuters will provide a high-level report about the outcome of its latest Business Continuity and Disaster Recovery Plan test. 6. SERVICES RESILIENCE 6.1 Thomson Reuters will use commercially reasonable efforts to restore the Services by having offline backups of application data, infrastructure components and configuration settings. 6.2 Thomson Reuters will use commercially reasonable efforts to protect Services that host or process Your Data against denial -of -service attacks by implementing denial -of -service mitigation solutions. 7. SHARED SECURITY OBLIGATIONS You agree that you are responsible for all transactions that occur on your account and that it is your responsibility to ensure that you and your users use unique usernames and strong passwords for each account used to access the Services. You agree that you and your users must hold in confidence all usernames and passwords used for accessing the Services, and each user must immediately change their username/password combinations that have been acquired by or disclosed to an unauthorized third party. You also agree to enroll and require your personnel and other users to enroll in multi -factor authentication ("MFA") where made available to you, and you are responsible for all transactions and other activity that would have been prevented by the proper use of MFA. Additionally, you will notify Thomson Reuters if you become aware of any unauthorized third -party access to Thomson Reuters data or systems and will use reasonable efforts to remedy identified security threats and vulnerabilities to your systems. 8. BACKGROUND CHECKS Employment background checks serve as an important part of Thomson Reuters selection process. Verifying background information validates a candidate's overall employability or an employee's suitability for a particular assignment. Depending on the country and position at issue, to the extent as is customary and permitted by law, all Thomson Reuters Page 7 of 8 Docusign Envelope ID: CA28l3F6D-El372-8FD8-811 F-DK8134F51 DF3 Thomson Reuters Data Security Addendum Version 2.0 T H O M S O N R E U T E R S Last Modified: November 3, 2023 background checks may include identification verification, prior employment verification, criminal background information, global terror/sanctions checks and education verification. Thomson Reuters agrees to use qualified information security personnel to perform data security services. 9. DEFINITIONS (i) "Agreement" means the underlying agreement between Thomson Reuters and Customer for the provision of Services that references and incorporates this Addendum. (ii) "Business Continuity and Disaster Recovery Plan' means a business continuity, contingency and disaster recovery activation plan to minimize disruption in and reinstate the operation of the use of the Services by you due to a disaster or similar event. (iii) "Documentation' means manuals, handbooks, guides and other user instructions, documentation and materials available through the product or provided by us regarding the capabilities, operation, and use of our Services. (iv) "Professional Services" means the implementation, customization, training, consulting or other professional services we provide, as may be described in the applicable Agreement. (v) "Property" means our property, which includes, but is not limited to, our products, Services, information, Documentation, data (whether tangible or intangible) and Usage Information. (vi) "Security Breach" means a confirmed breach of security that results in the unauthorized destruction, loss, alteration, disclosure of, or access to Your Data where such breach of security is likely to result in a significant risk of harm to you or your Data Subject(s) or where Thomson Reuters is required by applicable data protection law to notify you thereof. (vii) "Services" means the cloud computing services, software -as -a -service, online research services, Professional Services, as well as any products, including installed software, supplied by Thomson Reuters that are detailed in the applicable Agreement. (viii) "Usage Information" means any information, data, or other content (including statistical compilations and performance information) related to or derived from your access to and use of our Property. (ix) "Your Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Services. For clarity, Your Data does not include any information belonging to Thomson Reuters or its licensors, including without limitation: any content provided by Thomson Reuters as part of the Services, authentication and security information, billing and customer relationship information, marketing information, and Usage Information. Page 8 of 8 Docusign Envelope ID: CA2813F6D-EB72-8FD8-811 F-D9C8B4F51 DF3 . r Thomson Neuters Legal Al Product Specific Terms Version 1.0 (23 January 2026) Product Specific Terms for Legal Products and Services with Al Functionality ("Legal Al Terms") APPLICABILITY 1.1. These Legal Al Terms apply to your access or use of the functionality within our Services that is powered by or otherwise enabled through artificial intelligence ("Al Functionality"). Unless otherwise defined in these Legal Al Terms, capitalized words or phrases have the meanings given to them in the Agreement. 1.2. These Legal Al Terms may be further supplemented by other product specific terms, as applicable. If there is a conflict between these Legal Al Terms and any other document forming the Agreement, the order of precedence is as follows: the Al Usage Policy, any applicable Third -Party Provider Terms, the applicable Ordering Document, any applicable product specific terms, these Legal Al Terms, and the Thomson Reuters General Terms and Conditions (or other applicable governing terms). 2. DEFINITIONS 2.1. "User Content" means user content or documents (i) uploaded or otherwise provided by a user to the Services, or (ii) made available to the Services via an integration with your systems or third -party services. 2.2. "User Prompt(s)" means an input by a user in the form of a query, statement, or instruction, intended to guide the Services in generating an Output or completing a task using the Al Functionality. 2.3. "Output" means any text, information, or other content that the Al Functionality generates in response to a User Prompt and/or based on User Content and is returned to a user. 3. USAGE 3.1 You may provide a User Prompt and User Content to the Services for the purpose of receiving an Output from the AI Functionality. As between the parties, you warrant that you own, or have the relevant third -party licenses, legal grounds, consents or permissions to use, the User Prompts and User Content. 3.2 When using or accessing the Services, you must not provide Thomson Reuters with any User Prompts or User Content, including any personal data (as defined by applicable law) contained in User Prompts or User Content, which violate, misappropriate, or infringe the rights of any third party, applicable law, the Agreement, or these Legal Al Terms. 3.3 You grant us a license to use your inputs (being User Content and User Prompts) and Outputs (i) to deliver the Services and provide technical support; (ii) to comply with applicable laws and regulations (including any Al Legislation). With regard to User Prompts and Outputs only, you further grant us a license to use User Prompts and Outputs for evaluative purposes to ensure that the Al Functionality remains safe, ethical and effective. We will implement and maintain automated safeguards to avoid any review of potentially sensitive information (including confidential and identifying information) and to exclude any such User Prompts and Outputs from samples used for evaluative purposes. 3.4 We will not, and will not permit our third -party providers to, develop, train, or fine-tune any generative/foundational At models with User Prompts, User Content, or Outputs, unless agreed upon separately in writing. 3.5 You and your authorized users' access to and use of the AI Functionality and any Output is subject to, and you must comply with, our then -current Al Usage Policy ("Al Usage Policy"), as updated from time to time. The Al Usage Policy is incorporated into, and forms part of, the Agreement and is available at http://tr.com/ai-usage- (or such other URL as we may notify to you). 3.6 The Al Functionality may be powered by or otherwise enabled through third -party AI models, platforms or services ("Third -Party Al Providers"). In addition to the Al Usage Policy, you must comply with any acceptable use policies or similar terms published or made available by such Third -Party Al Providers that apply to your use of the AI Functionality ("Third -Party Provider Terms"). Current links or references to applicable Third -Party Provider Terms will be made available at: http://tr.com/thirdpartyterms (or such other URL as we may notify to you). 4. OUTPUTS 4.1 Subject to the use restrictions set forth in the Agreement and to the extent permitted by applicable law, as between you and us, you own the Output generated from your use of the Al Functionality, provided that such ownership is subject to our third -party licensors' rights and any rights we retain in our Property or any derivatives thereof. To the extent that Output includes any of our Property or derivatives of our Property, or that of our third - party licensors, you are granted a limited, non-exclusive, worldwide, royalty -free license to use such portions of the Output. This license does not transfer ownership of our or our third -party licensors' Property to you and your Page 1 of 2 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK8134F51 DF3 CoCounsel Core & CoCounsel Drafting Thomson Reuters- Product Specific Terms Version 2.1 (4 March 2025) CoCounsel Core & CoCounsel Drafting Product Specific Terms 1. APPLICABILITY 1.1. These CoCounsel Core & CoCounsel Drafting product specific terms ("Product Specific Terms") apply when you purchase a license to use or access CoCounsel Core or CoCounsel Drafting (the "Service" or "Services" as applicable) as set out in the applicable Order Form and supplement the Agreement, overriding any similar terms contained within the Agreement with respect to the Services. If there is a conflict between these Product Specific Terms and any other document forming the Agreement, the order of precedence is as follows: Order Form, these Product Specific Terms, the Additional Terms for Services with Generative Al Skills ("GenAl Terms"), annexes, schedules, and the Thomson Reuters General Terms and Conditions (or the applicable governing/master terms). A breach of these Product Specific Terms is a breach of the Agreement. 1.2. Unless otherwise defined herein, any capitalized terms shall have the meanings given to them in the Order Form, the GenAl Terms, or the Thomson Reuters General Terms and Conditions (or the applicable governing/master terms). 2. THIRD -PARTY APPLICATIONS 2.1. The Services may support integrations with certain third -party services, platforms, applications, extensions, add-ons, and related offerings that you choose to use with the Services and that are not provided by us (collectively, "Third -Parry Applications"). You acknowledge and agree that your use of any Third -Party Applications is subject to and shall be governed by the applicable terms and conditions of your separate agreement with the relevant third -party provider. You are solely responsible for complying with any requirements set forth by any such third parties. We do not make any representations or warranties with respect to Third -Party Applications and will not be responsible for your use of Third - Party Applications. If you choose to use a Third -Party Application with the use of the Services, you acknowledge and agree that you are authorizing us to access and share Your Data with the third -party provider on your behalf solely in order for the third -party provider to provide the relevant Third -Party Application to you. 3. COCOUNSEL CORE PRODUCT SPECIFIC TERMS 3.1. This section is applicable only to the extent that you subscribe to the Syncly DMS service as set forth in the Order Form. 3.2. Transfer Limit. You agree you will not transfer more than one (1) terabyte of Your Data in any annual period of the subscription term between the CoCounsel Core Service and your document management system(s) via the Syncly DMS service. Additional terabytes for data transfer are available for purchase. 3.3. Tenancy. Except as otherwise expressly set forth in the Order Form, the Syncly DMS service may be hosted in a single or multi -tenant environment in our discretion. 4. COCOUNSEL DRAFTING PRODUCT SPECIFIC TERMS 4.1. This section is applicable only to the extent that you subscribe to the CoCounsel Drafting Service as set forth in the Order Form. 4.2. Your Responsibilities. You shall be solely responsible for managing and administering user accounts, including issuing usernames and passwords. We may terminate or suspend any user's access to the Service for any breach without notice, and any breach by a user will be deemed to be a breach by you. You shall be solely responsible for the security and confidentiality of your account information, including usernames and passwords, and will ensure that no third party uses your account. 4.3. Clause Finder. 4.3.1. Add -in. For Clause Finder to function, you must download the add -in in accordance with the Documentation we provide to you. 4.3.2. Internal Agreements Administration. You must designate one or more admin users who will be responsible for maintaining Your Data. To upload Your Data, admin users must access the Thomson Reuters integrations application ("Integrations App"). The following shall apply to use of Integrations App with Clause Finder: 4.3.2.1. Admin users may use the Integrations App, and any Third -Party Applications available within and solely for the purpose of uploading and managing Your Data for use with Clause Finder. 4.3.2.2. You agree you will not store more than 10 GB of Your Data in the Integrations App site, and you agree to remove any excess storage of Your Data at our request. 4.3.2.3. Admin users are responsible for adding, removing and updating Your Data, and you are responsible for ensuring that admin users understand that Your Data made available through the Integrations App will be available for all your users. Your Data added to the Integrations App by synching directly to a Third -Party Application may include permissions that flow through with Your Data. You acknowledge that we are not responsible for maintaining, updating, deleting, or adding Your Data to Third -Party Applications. Page 1 of 1 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Thomson Reuters - Legal Al Product Specific Terms Version 1.0 (23 January 2026) use of such Property remains subject to the restrictions and limitations set forth in the Agreement. 4.2 You acknowledge that, due to the nature of the Al Functionality, other users may receive Output that is similar or identical to Output generated for you, provided that such Outputs will not be created with the use of your User Prompts or User Content. 4.3 You may not use our Property or our third -party providers' property to train or develop any artificial intelligence or machine learning algorithms or software, or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of Thomson Reuters or any person, or that violates any applicable law. Page 2 of 2 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Drafting Assistant and Clause Finder Product Specific Terms Version 2.0 ",.'Thomson Reuters- (September2024) Drafting Assistant and -Clause Finder Product Specific Terms 1. APPLICABILITY 1.1. These Drafting Tools product specific terms ("Product Specific Terms") apply when you purchase a license to use or access the Thomson Reuters drafting tools or products as set out in the applicable Order Form. "You", "your" and "Customer" mean the client, customer or subscriber identified as such in the order form and "we", "our" and "Thomson Reuters" mean the Thomson Reuters entity identified in the order form and, where applicable, its affiliates. 1.2. If there is a conflict between these Product Specific Terms and any other document forming the Agreement, the order of precedence is as follows: order form, these Product Specific Terms, annexes, schedules and general or master terms and conditions. 2. DEFINITIONS 2.1. "User" means an employee or independent contractor of Customer that Customer authorizes to use the Service on Customer's behalf. 2.2. "Admin User" means a User who has authority to configure and manage access to shared settings, integrations and content. 3. RESPONSIBILITIES AND RESTRICTIONS 3.1. Customer Responsibilities. Customer shall be solely responsible for managing and administering User accounts, including issuing usernames and passwords. Thomson Reuters may terminate or suspend any User's access to the Service for any breach without notice, and any breach by a User will be deemed to be a breach by Customer. Customer shall be solely responsible for the security and confidentiality of Customer's account information, including usernames and passwords, and will ensure that no third party uses Customer's account. Customer shall immediately notify Thomson Reuters in the event that Customer becomes aware of any unauthorized access to the Service or any violation of the terms of this Agreement by Customer or any User. Customer shall provide Thomson Reuters with all information, materials and assistance as reasonably required for Thomson Reuters to provide the Service for Customer and its Users pursuant to this Agreement. Customer shall: (i) cause Users to comply with this Agreement; (ii) be responsible for Your Content whether submitted by Customer or Users; and (iii) use reasonable efforts to prevent unauthorized access or use of the Service. Customer shall not exploit the Service in any unauthorized way whatsoever, including but not limited to burdening network capacity. Customer will be solely responsible for: (a) providing all hardware, software, networking and communications capabilities required for use of the Service; (b) at all times using the Service in accordance with the applicable documentation and any other written instructions provided by Thomson Reuters; (c) using the Service in a manner that does not infringe the intellectual property, privacy or other rights of third parties, and (d) ensuring that Customer and its Users do not upload or transmit viruses or malicious code via the Service. Customer represents, warrants and agrees that it has received proper consent and permission of any third party to submit Your Content to the Service. 3.2. Restrictions. Customer may not use the Service in any manner not expressly permitted hereby. Without limitation, Customer may not rent, lease, lend, sell, redistribute, reproduce, make available or sublicense the Service, or use any component of the Service as a service bureau. Further, Customer may not copy, decompile, reverse -engineer, disassemble, attempt to derive the source code, underlying structure, ideas or algorithms of, or modify or create derivative works of, the Service, or any part thereof, including without limitation using or attempting to use data generated by the Service to create algorithms or models of similar functionality or purpose. 4. YOUR CONTENT 4.1. As between Customer and Thomson Reuters, Customer exclusively owns all rights, title and interest in any information, data, materials or other content that Customer uploads or submits through the Services ("Your Content"). Customer grants Thomson Reuters permission to use, store, copy, share, transfer, and process Your Content to the extent necessary to provide the Services. For the avoidance of doubt, Your Content does not include any information related to or in connection with access to or use of the Services by or on behalf of Customer, or any content, tools, data or information, obtained from Thomson Reuters. Customer represents and warrants that Customer has all necessary rights in Your Content to allow Thomson Reuters to perform the Services and enforce its rights. Customer acknowledges and agrees that Thomson Reuters may transfer Your Content to (i) our third -party service providers to the extent necessary to provide the Services and (ii) third -party partners enabled by Customer via Customer's access to the Services. Page 1 of 2 Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Drafting Assistant and Clause Finder Product Specific Terms Version 2.0 ",.'Thomson Reuters- (September2024) 5. TERMS SPECIFIC TO INDIVIDUAL PRODUCTS AND MODULES 5.1. Clause Finder 5.1.1. For Clause Finder to function, you will need to download the plug-in in accordance with the documentation we provide to you. 5.1.2. Clause Finder — Internal Agreements Administration. Customer must designate one or more Admin Users who will be responsible for maintaining Your Content. To upload Your Content, Admin Users must access the Thomson Reuters Integrations application ("Integrations") in accordance with the documentation we provide. The following shall apply to use of Integrations: 5.1.2.1. Admin Users may use Integrations, and any applications available within, solely for the purpose of uploading and managing Your Content for use with Clause Finder. 5.1.2.2. Admin Users are responsible for adding, removing and updating documents, and you are responsible for ensuring that Admin Users understand that any document made available through Integrations will be available for all your Users. Documents added to Integrations by synching directly to a third -party application may include permissions that flow through with the document. We are not responsible for any such permissions or functionality, including any failures or inaccuracies, and you are fully responsible for ensuring that any permissions have been properly applied to any documents added to Integrations and made available in Clause Finder. You acknowledge that we are not responsible for maintaining, updating, deleting, or adding any documents to Integrations. 5.1.2.3. Thomson Reuters may make certain third -party applications available within Integrations. Thomson Reuters is not responsible for any such third -party applications and cannot guarantee access or availability. Customer is solely responsible for complying with any requirements set forth by any such third parties. Page 2 of 2 Docusig_n Envelope ID: CA28BF6D-EB72-8FD8-811 F-DK864F51 DF3 Thomson Reuters~ Al Usage Policy Version 1.0 (23 January 2026) AI Usage Policy This At Usage Policy ("Al Usage Policy") applies to you and your authorized users' use of Al Functionality in our Services. Unless otherwise defined in this Al Usage Policy, capitalized words or phrases have the meanings given to them in the Agreement. If there is a conflict between this Al Usage Policy and any other document forming the Agreement, the order of precedence is as follows: this Al Usage Policy, any applicable Third -Party Provider Terms, the applicable Ordering Document, any applicable product specific terms, any applicable additional terms for Services with generative Al skills or Al functionality, and the Thomson Reuters General Terms and Conditions (or other applicable governing terms).You and your authorized users may use the Al Functionality only for its intended use and in accordance with this Al Usage Policy and the Agreement. In addition to any restrictions in the Third -Party Provider Terms, you will not use the Al Functionality or any Output in the following manners/for the following purposes: 1 Illegal Activities and Harm to Vulnerable Groups: In any way that violates or seeks to promote or facilitate a violation of applicable laws (including any ordinance or regulation), exploits or harms children, or engages in human trafficking or sexual exploitation; 2 Deception and Harmful Conduct: To deceive, defraud, mislead or misinform others, or to engage in, promote or encourage harassment, discrimination, violence, terrorism, abuse, bullying, threats, intimidation or hateful behavior; 3 Discrimination: To discriminate against or unlawfully treat individuals or groups in the provision or denial of essential goods, services or benefits (including education, employment, credit, healthcare, housing or insurance) on the basis of protected characteristics such as age, color, disability, ethnicity, genetic information, language, national origin, race, religion, reproductive health, sex, veteran status or other protected classifications; 4 Professional Advice and Automated Decision -Making: For automated decision -making, or as a substantial factor in making decisions with legal or similarly significant effects, or to assist in providing legal, financial, health, medical, tax or other professional advice, decisions or recommendations unless reviewed by a licensed or qualified professional before providing advice or making decisions; 5 Dangerous Materials and Critical Infrastructure: To develop, use or distribute weapons, explosives, dangerous or controlled substances, or to operate, support or disrupt critical infrastructure (including electrical, water, gas and nuclear systems, traffic control, emergency services and telecommunications); 6 Political Activities and Manipulation: To engage in political campaigning, lobbying or election interference, or to deploy techniques that materially distort behavior by impairing informed decision -making or exploiting vulnerabilities (such as age, disability or socio-economic situation) in ways that cause or are likely to cause significant harm; 7 Biometric Systems and Social Scoring: For social scoring systems causing detrimental or unfavorable treatment, risk -assessment systems predicting criminal behavior (except supporting human assessment based on objective facts), untargeted scraping for facial recognition databases, emotion recognition in workplaces or educational institutions (except for medical or safety reasons), categorizing individuals based on biometric data to infer protected characteristics (such as race, political opinions, religious beliefs or sexual orientation), or real-time remote biometric identification in public spaces (for law enforcement or otherwise); 8 Circumvention and Misrepresentation: To circumvent or interfere with features or safeguards of the Al Functionality designed to Limit violations or harms or to prompt the services to violate the Agreement, this Al Usage Policy or applicable laws, or to represent that Outputs are solely human -generated; or 9 National Security and Geographic Restrictions: For national security or intelligence purposes without our prior review and approval, or to access from or offer access from China or Russia. In addition, you agree you will not remove or alter any mark included in Outputs that confirms the provenance of the Outputs. We have the right to modify this At Usage Policy from time to time. Such modified version becomes effective on posting on our website or within the Service. You will be notified of modifications through notifications or posts on http://tr.com/ai-usage-policy. Your continued use of the Al Functionality after the effective date of the modifications will be deemed acceptance of the updated Al Usage Policy. Docusign Envelope ID: CA28BF6D-EB72-8FD8-811 F-D9C8B4F51 DF3 Product -Specific Terms Thomson Reuters, Campus Research. Access to Campus Research is strictly limited to current faculty, administration, staff and students. Incidental access by public walk-in users at your physical location is permissible. Campus Research is not available to law schools, offices of the general counsel of any college or university or any other similarly situated academic entities. Campus Research use is limited to educational, research and non-commercial purposes. You will exercise reasonable, good faith efforts to enforce these restrictions. You are required to provide your security certificate before remote access will be enabled. You are responsible for your security design, configuration and implementation to limit access to the Campus Research URL. CD-ROM Libraries. Your license to use our CD-ROM, DVD, USB and similar media (collectively "CD-ROM") libraries is restricted to a single office location. Each library license includes a proprietary control file which you may install on a single local area network (LAN). Employees working at or assigned to the licensed site may access the CD-ROM libraries by remote connection to the LAN installed at the licensed site. Access to CD-ROM libraries through wide area networks, multiple LANs, multiple sites or similar arrangements is prohibited.You may transfer the CD-ROM library data to a single storage drive under your exclusive control and maintain the data as a database searchable with West software. West software is subscribed to and licensed separately from the CD-ROM libraries. By using the software, you agree to be bound by the software license agreement that accompanies the software.We may terminate a CD-ROM library subscription on 30 days prior written notice ifthe library is no longer commercially available. Upon termination by either party, you shall immediately destroy the terminated CD-ROM libraries and destroy CD-ROM library data maintained on a permanent storage drive. Hosted Practice Solutions. We will not disclose your content except in support of the use of the hosted products or unless required bylaw. We will provide notice to you of any unauthorized third party access to your content of which we become aware in accordance with applicable law and will use reasonable efforts to remediate identified security vulnerabilities. The service level agreement for hosted practice solutions is located at hM:Hstatic.legalsolutions.thomsonreuters.com/static/service- level- agreement.pdf. If the agreement expires or is terminated, we will provide access to the hosted product for 180 days so that you may remove your content. The terms and conditions of the agreement remain in effect through this 180-day post- agreement period. ProView eBook License Terms. The license allows you to download the ProView eBooks to your mobile devices and access the eBook content onhne.We may terminate your license including notes and annotations if we lose the right to offer the eBook content, discontinue the ProView software, or are otherwise unable to offer eBook content. We may provide the content to you in another media format if commercially reasonable. We may update your eBook version if necessary to maintain access to the content. If you reassign an eBook to a different user, we will provide the then -current version of the eBook. Notes and annotations made by the previous user will not transfer to the new user. You are responsible for assigning the registration keys and maintaining registration key security. Sharing of registration keys is STRICTLY PROHIBITED. Westlaw Paralegal. Westlaw Paralegal access is strictly limited to current paralegal or legal assistant program faculty, administration, staff and students for educational purposes only. Westlaw Patron Access. Patron Access is only available to state, county or municipal government law libraries and libraries that are open to the public. All access to and use of Westlaw Patron Access is governed by your Order Form. You are responsible for your users access to Westlaw Patron Access. Westlaw Patron Access may only be made accessible on your designated terminals through a product icon or a link placed on the designated terminals desktop. Your users must assent to an online click -through license agreement prior to accessing Westlaw Patron Access. You may provide wireless access on your own internal network to the number of concurrent users listed in your ordering document, if any. Access is limited to your library's physical premises, including wireless access. Remote access outside the physical confines of your library in any manner whatsoever is strictly prohibited. You are responsible for your system security as well as desktop security to limit access to the Westlaw Patron Access URL. We may restrict access to certain products or services. Westlaw Patron Access Remote. Westlaw Patron Access Remote is only available to state, county or municipal government law libraries and libraries that are open to the public. All access to and use of Westlaw Patron Access Remote is governed by your Order Form. You are responsible for your user's access to Westlaw Patron Access Remote. Westlaw Patron Access Remote can be accessed when your users click on a link placed on your website. Your users must assent to an online click - through license agreement prior to accessing Westlaw Patron Access Remote. You may provide access only to the number of concurrent users listed in your ordering document, if any. We are not responsible for the security of your systems. We may restrict access to certain products or services. Excess or Inapprooriate Use. At our sole discretion, individual users with excessive use or use in conflict with the online click -through license agreement may be suspended without notice. We may also suspend access to the Customer's Patron Access Remote subscription if it is determined that there are repeated instances of excessive use or if Customer violates any ofthe terms of the Order Form, including these Product Specific Terms. West km software. Any West km licensed in the ordering document must reside on a dedicated server under your control and maintained by you at your expense. The server must be accessible to all of your authorized West km users. If you choose to activate the NetDocuments integration, your data will be transmitted from NetDocuments to your network and server. We are not and NetDocuments is not responsible for the privacy, security, integrity or availability of the data transmitted to YOU. Westlaw Public Records. If the transactional value of your Westlaw Public Records usage exceeds your then -current Westlaw charges by more than 20 times in any month, we may limit access to live gateways, request the parties enter into good faith renegotiations or terminate upon 10 days written notice. Transactional value of your Westlaw Public Records usage is calculated based upon our then- current Schedule A rates. Schedule A rates may change upon at least 30 days written or online notice. Due to the regulated or private nature of some data in our information products such as credit header data, motor vehicle data, driver license data and voter registration data, you may need to complete a credentialing process which will include certifying what your legally permissible use of the data will be. You agree to immediately notify us if any of the information you provided in your ordering document or during the credentialing process changes. You agree and warrant that you are the end user of this data and that you will only use it for your own internal business purposes. You also warrant that you will strictly limit the access, use and distribution of this data to uses permitted under applicable laws, rules and regulations and as permitted by the third party additional terms. You will keep the data confidential. You will use industry standard administrative, physical and technical safeguards to protect the data. You will not disclose it to anyone except as necessary to carry out your permissible use. You will immediately report any misuse, abuse or compromise of the data. You agree to cooperate with any resulting inquiry. If we reasonably believe that the data has been misused, abused or compromised, we may block access without additional notice. You are responsible for all damages caused by misuse, abuse or compromise of the data by you, your employees and any person or entity with whom you shared the data. We will be responsible for damages caused by us. We are not a consumer reporting agency. You may use information product data to support your own processes and decisions, but you may not deny any service or access to a service to a consumer based solely upon the information product data. Examples of types of service include eligibility for creditor insurance, employment decisions and any other purpose described in the Fair Credit Reporting Act (15 U.S.C.A. 1681b),Ifthe Financial Industry Regulatory Authority regulations apply to you, you may use our information products to verify the accuracy and completeness of information submitted to you by each applicant for registration on Form U4 or Form U5 in compliance with the requirements of FINRA Rule 3110. You may use the information products in this manner only in furtherance of written policies and procedures that are designed to achieve your compliance with FINRA Rule 3110 or as otherwise allowed by these General Terms and Conditions. 11/01/2024 SAMInet 1057.dot Docusign Envelope ID: CA28BF6D-EB72-8FD8-81 1 F-D9C8B4F51 DF3 bit E CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. .1J Name of vendor who has a business relationship with local governmental entity. West Publishing Corporation 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. None Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. N/A A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No N/A B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes F-1 No N/A 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. N/A 6 ElCheck this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 71 John S. Nelson 5/27/2026 Name of signatory Signature Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 8/14/2024 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: West Publishing Corporation Subject of the Agreement: West Proflex (Westlaw Database with CoCounsel) M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: 6/30/27 If applicable. Is a 1295 Form required? * Yes ❑ No 21 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department. Permanent Contracts Advanced Funding Agreements Architect Service Community Facilities Completion Agreement Construction Agreement Credit Agreement/ Impact Fees Crossing Agreement Design Procurement Development Agreement Drainage Improvements Economic Development Engineering Services Escrow Agreement Interlocal Agreements Lake Worth Sale Maintenance Agreement/Storm Water Parks/Improvement Parks/Other Amenities Parks/Play Equipment Project Development Property/Purchase (Property owned by the City) Property/Sales (Property owned by the City) Property/Transfers (Property owned by the City) Public Art Sanitary Sewer Main Replacements Sanitary Sewer Rehabilitations Settlements (Employees Only) Streets/Maintenance Streets/Redevelopment Streets/Repairs Streets/Traffic Signals Structural Demolition (City owned properties) Utility Relocation Water Reclamation Facility Water/Emergency Repair Water/Interceptor Water/Main Repairs Water/Main Replacement Water/Sanitary Sewer Rehabilitation Water/Sewer Service Water/Storage Tank