Common use of Contractor Provisions Clause in Contracts

Contractor Provisions. 7.1 At the direction of the State, Camelot shall be entitled to terminate this Agreement on immediate written notice and within such period as the State may specify, for any reasonable reason. In the event that Camelot terminates the Agreement under this clause 7.1, the Agreement shall terminate without any termination penalty or fee on the part of Camelot or the State that is in addition to the payments outstanding in the ordinary operation of the Agreement. 7.2 At the direction of the State, Camelot shall be entitled to require the Contractor to remove a Contractor employee(s) from providing Services. 7.3 The Contractor acknowledges that the Services are provided for the benefit of the State and that, accordingly, the State is an expressly intended third-party beneficiary of the Agreement, entitled to enforce any provision thereof in accordance with its terms. 7.4 The Contractor acknowledges that all insurance coverages required to be maintained by the Contractor name the State as an “Additional Insured” or as otherwise specified herein, and include the blanket additional insured endorsement or its equivalent. 7.5 The Contractor undertakes to provide and maintain insurance at levels customary and appropriate for the Services to cover, at a minimum, the following: 7.5.1 Commercial General Liability Insurance covering bodily injury and property damage. 7.5.2 Business Automobile Liability Insurance covering bodily injury, death and property damage, including all owned, non-owned, or hired autos. 7.5.3 Umbrella Liability Insurance providing umbrella coverage excess of the underlying limits for Workers’ Compensation, Commercial General Liability, Business Auto Liability. 7.5.4 Worker’s Compensation Insurance applicable to the laws of Illinois and Employers Liability Insurance which shall include a specific endorsement naming the State as an “Alternative Employer”. 7.5.5 Professional Liability Insurance which, if relevant to the Services, shall include cover for claims and losses relating to network risks (such as data breaches, unauthorized access/use, identity theft, invasion of privacy, damage/loss/theft of data and media liability arising from material on websites or offline publications). 7.5.6 Crime insurance covering any financial loss due to any fraudulent or dishonest acts on the part of the Contractor’s officers, employees, agents including coverage for third party theft of property in Contractor’s care, custody or control or while in transit, loss due to forgery or alteration of negotiable instruments or loss due to electronic funds transfer fraud, which shall include a specific endorsement naming the State as a “Loss Payee”. 7.6 The Contractor covenants and agrees that no Person shall be (i) excluded from participation in, or be denied benefits of, the PMA where such participation or benefits are obligated by the PMA or the Regulatory Requirements, or (ii) excluded from employment, denied any of the benefits of employment or otherwise be subjected to discrimination on the grounds of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex or any other protected category. The Contractor shall, upon request, show proof of such non-discrimination and shall post in conspicuous places, available to all employees and applicants, notices of non- discrimination. 7.7 The Contractor shall maintain documentation for all fees or charges incurred by Camelot under the Agreement or any modifications or amendments thereto. The books, documents, papers, accounting records and other evidence pertaining to the Services shall be (i) maintained for a period of five (5) full years from the date of the final payment and (ii) subject to audit or inspection at any reasonable time and upon reasonable notice by the State or its duly appointed representatives. The Contractor shall make such materials available at its offices, and copies thereof shall be furnished to the State or its duly appointed representative by the Contractor, at no cost to the State or its duly appointed representative, if so requested, including for purposes of satisfying a request under Illinois FOIA. Such records shall be maintained in accordance with GAAP or IFRS, as applicable, and any other applicable procedures reasonably established by the State from time to time. 7.8 The Contractor acknowledges and agrees that that (a) notwithstanding the State’s rights as a third party beneficiary, the Contractor does not have any contractual relationship with the State or right against the State, including for payment, labor, services, materials or equipment furnished for the Services; and (b) the Contractor on behalf of itself, its officers, directors, managers, members, subsidiaries, assigns, and Affiliates and its and their respective officers, directors, managers, members, subsidiaries, successors, assigns, and Affiliates (each a “Contractor Party”) forever remises, releases, acquits, satisfies and forever discharges the State and its employees, officers, directors, managers, members, subsidiaries, assigns, Affiliates (including all departments and agencies thereof) and its and their respective officers, directors, managers, members, subsidiaries, successors, assigns, and Affiliates (each a “State Party”) from any and all Losses that any Contractor Party may ever have against or seek from any State Party in connection with the Agreement; provided, however, if the State assumes the Agreement, then the Agreement may include as an exception to the foregoing provisions set forth in (a) of this clause 8 for such contractual relationship and (b) of this clause 7.8 for a breach by the State of such assumed Agreement, each such exception to be in form and substance satisfactory to the State. 7.9 The Contractor represents, warrants and covenants that during the term of the Agreement it shall: (a) not be debarred or prohibited by State Policies and Rules; (b) if required by any applicable State Policies and Rules, be qualified and registered to transact business in the State of Illinois; and (c) comply with all Operating Standards, State Policies and Rules and Regulatory Requirements (including all Anti-Corruption Laws and all Employment Laws), and upon the State’s or Camelot’s request, furnish to the State written certification that it is in compliance with all State Policies and Rules and Regulatory Requirements (including all Employment Laws) applicable to it. 7.10 The Contractor represents, warrants and covenants that it has not: (a) accepted, nor shall accept, any Prohibited Consideration from any Person; (b) given, nor shall give, any Prohibited Consideration to any Person; in each case in connection with, directly or indirectly, the Agreement. 7.11 The Contractor shall, on Camelot’s or the State’s request, (a) assign the Agreement to the State or the Replacement Manager or (b) enter into new contracts with the State, its Affiliates, another designated State of Illinois agency and/or the Replacement Manager on substantially the same terms and conditions, including price, as set forth in the Agreement. Any such assignment shall be without cost or penalty. 7.12 Contractor shall, upon notice of a Loss Event, cause to be paid into the Controlled Account all proceeds from Contractor’s (a) insurance coverages that would otherwise be paid to Manager, including as an “additional insured” and (b) Contractor’s performance security, if any.

Contractor Provisions. 7.1 At the direction of the State, Camelot shall be entitled to terminate this Agreement on immediate written notice and within such period as the State may specify, for any reasonable reason. In the event that Camelot terminates the Agreement under this clause 7.1, the Agreement shall terminate without any termination penalty or fee on the part of Camelot or the State that is in addition to the payments outstanding in the ordinary operation of the Agreement. 7.2 . At the direction of the State, Camelot shall be entitled to require the Contractor to remove a Contractor employee(s) from providing Services. 7.3 . The Contractor acknowledges that the Services are provided for the benefit of the State and that, accordingly, the State is an expressly intended third-party beneficiary of the Agreement, entitled to enforce any provision thereof in accordance with its terms. 7.4 . The Contractor acknowledges that all insurance coverages required to be maintained by the Contractor name the State as an “Additional Insured” or as otherwise specified herein, and include the blanket additional insured endorsement or its equivalent. 7.5 . The Contractor undertakes to provide and maintain insurance at levels customary and appropriate for the Services to cover, at a minimum, the following: 7.5.1 : Commercial General Liability Insurance covering bodily injury and property damage. 7.5.2 . Business Automobile Liability Insurance covering bodily injury, death and property damage, including all owned, non-owned, or hired autos. 7.5.3 . Umbrella Liability Insurance providing umbrella coverage excess of the underlying limits for Workers’ Compensation, Commercial General Liability, Business Auto Liability. 7.5.4 . Worker’s Compensation Insurance applicable to the laws of Illinois and Employers Liability Insurance which shall include a specific endorsement naming the State as an “Alternative Employer”. 7.5.5 . Professional Liability Insurance which, if relevant to the Services, shall include cover for claims and losses relating to network risks (such as data breaches, unauthorized access/use, identity theft, invasion of privacy, damage/loss/theft of data and media liability arising from material on websites or offline publications). 7.5.6 . Crime insurance covering any financial loss due to any fraudulent or dishonest acts on the part of the Contractor’s officers, employees, agents including coverage for third party theft of property in Contractor’s care, custody or control or while in transit, loss due to forgery or alteration of negotiable instruments or loss due to electronic funds transfer fraud, which shall include a specific endorsement naming the State as a “Loss Payee”. 7.6 . The Contractor covenants and agrees that no Person shall be (i) excluded from participation in, or be denied benefits of, the PMA where such participation or benefits are obligated by the PMA or the Regulatory Requirements, or (ii) excluded from employment, denied any of the benefits of employment or otherwise be subjected to discrimination on the grounds of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex or any other protected category. The Contractor shall, upon request, show proof of such non-discrimination and shall post in conspicuous places, available to all employees and applicants, notices of non- non-discrimination. 7.7 . The Contractor shall maintain documentation for all fees or charges incurred by Camelot under the Agreement or any modifications or amendments thereto. The books, documents, papers, accounting records and other evidence pertaining to the Services shall be (i) maintained for a period of five (5) full years from the date of the final payment and (ii) subject to audit or inspection at any reasonable time and upon reasonable notice by the State or its duly appointed representatives. The Contractor shall make such materials available at its offices, and copies thereof shall be furnished to the State or its duly appointed representative by the Contractor, at no cost to the State or its duly appointed representative, if so requested, including for purposes of satisfying a request under Illinois FOIA. Such records shall be maintained in accordance with GAAP or IFRS, as applicable, and any other applicable procedures reasonably established by the State from time to time. 7.8 . The Contractor acknowledges and agrees that that (a) notwithstanding the State’s rights as a third party beneficiary, the Contractor does not have any contractual relationship with the State or right against the State, including for payment, labor, services, materials or equipment furnished for the Services; and (b) the Contractor on behalf of itself, its officers, directors, managers, members, subsidiaries, assigns, and Affiliates and its and their respective officers, directors, managers, members, subsidiaries, successors, assigns, and Affiliates (each a “Contractor Party”) forever remises, releases, acquits, satisfies and forever discharges the State and its employees, officers, directors, managers, members, subsidiaries, assigns, Affiliates (including all departments and agencies thereof) and its and their respective officers, directors, managers, members, subsidiaries, successors, assigns, and Affiliates (each a “State Party”) from any and all Losses that any Contractor Party may ever have against or seek from any State Party in connection with the Agreement; provided, however, if the State assumes the Agreement, then the Agreement may include as an exception to the foregoing provisions set forth in (a) of this clause 8 for such contractual relationship and (b) of this clause 7.8 for a breach by the State of such assumed Agreement, each such exception to be in form and substance satisfactory to the State. 7.9 . The Contractor represents, warrants and covenants that during the term of the Agreement it shall: (a) : not be debarred or prohibited by State Policies and Rules; (b) ; if required by any applicable State Policies and Rules, be qualified and registered to transact business in the State of Illinois; and (c) and comply with all Operating Standards, State Policies and Rules and Regulatory Requirements (including all Anti-Corruption Laws and all Employment Laws), and upon the State’s or Camelot’s request, furnish to the State written certification that it is in compliance with all State Policies and Rules and Regulatory Requirements (including all Employment Laws) applicable to it. 7.10 . The Contractor represents, warrants and covenants that it has not: (a) : accepted, nor shall accept, any Prohibited Consideration from any Person; (b) ; given, nor shall give, any Prohibited Consideration to any Person; in each case in connection with, directly or indirectly, the Agreement. 7.11 . The Contractor shall, on Camelot’s or the State’s request, (a) assign the Agreement to the State or the Replacement Manager or (b) enter into new contracts with the State, its Affiliates, another designated State of Illinois agency and/or the Replacement Manager on substantially the same terms and conditions, including price, as set forth in the Agreement. Any such assignment shall be without cost or penalty. 7.12 . Contractor shall, upon notice of a Loss Event, cause to be paid into the Controlled Account all proceeds from Contractor’s (a) insurance coverages that would otherwise be paid to Manager, including as an “additional insured” and (b) Contractor’s performance security, if any. The Contractor acknowledges and agrees that all worldwide right, title and interest in and to all State Intellectual Property and Camelot Intellectual Property is and shall be owned by the State and Camelot, respectively. Camelot may sublicense rights to the Contractor, solely to the extent necessary to allow the Contractor to provide the Services, and on written terms consistent with the requirements set out in the PMA and the intellectual property arrangements it has reached with the State. Such license shall automatically terminate at the end of the Agreement or the expiry of the PMA, whichever comes first. In the event that the Contractor licenses, leases or otherwise provides to Camelot services or other software used in the operation of the Central Gaming System (“Key Software”) that is owned by Contractor, the Contractor will establish an escrow pursuant to an escrow agreement (the “Escrow Agreement”) entered between the Contractor, Camelot and an independent escrow agent who shall provide for the deposit, retention, administration, verification, and controlled access of the Key Software, including all software, interfaces, data structures, data marts, data definition language (DDL), design documents, other documentation, XML schemas, code, and any other materials associated with the Key Software, including source code and Related Documentation (collectively, the “Escrow Materials”) to hold the Escrow Materials for such Key Software provided by the Contractor (“Contractor Escrow Materials”). Any fees associated with the deposit of Escrow Materials with the independent escrow agent shall be paid by the Contractor. Each Contractor Escrow Agreement will provide for the release of the relevant Contractor Escrow Materials and appropriate licenses to the State and Camelot in the event that: (a) the Contractor institutes bankruptcy, receivership, insolvency, reorganization or other similar proceedings and any such proceeding has not been dismissed or discharged within sixty (60) days after being instituted and the Contractor fails to perform its obligations under the Agreement during the pendency of any such proceeding; (b) the Contractor’s admittance of any involuntary debts as they mature; (c) the institution of any reorganization arrangement or other readjustment of debt plan of the Contractor not involving the Bankruptcy Code that has not been dismissed or discharged within sixty (60) days after it has been instituted; (d) the Contractor ceases to do business and there is no successor-in-interest to the Contractor that performs the Services; (e) the Contractor makes an assignment of all or substantially all of its assets for the benefit of creditors and there is no successor-in-interest to such Contractor that performs the Services or (f) the Contractor takes any corporate or other action to authorize or in furtherance of any of the foregoing. The Contractor shall reasonably cooperate with and reasonably assist Camelot, at Camelot’s expense, in connection with the investigation or pursuit to enforce and/or investigate violations of the Intellectual Property rights with regard to the Intellectual Property used in connection with the operation of the Lottery and/or the provision of Services. The Contractor shall execute any documents or take any other actions as may reasonably be necessary, or as Camelot or the State may reasonably request, at Camelot’s or the State’s expense, to secure, register, patent and perfect Camelot or the State’s rightful ownership of, as applicable, any Intellectual Property used in connection with the operation of the Lottery and/or the provision of the Services.