Common use of Obligations Clause in Contracts

Obligations. The Contractor shall not be obligated to repair damage caused by fire or other casualty (except that caused by the Contractor or those under Contractor’s control), or willful or grossly negligent operation or handling of the Product by the Authorized User. An Authorized User shall not be required to purchase Maintenance/support for use of Product. There shall be no automatic renewal of Maintenance/support. An Authorized User’s Maintenance/support agreement, entered into during the term of this Contract, may continue beyond the end of the Contract based on the following limitations:  Maintenance/support period must start prior to the expiration of the Contract;  Authorized User has pre-paid for the entire Maintenance/support term;  Maintenance period cannot last longer than a 36 month period past the expiration of the Contract. Contractor may offer Legacy Maintenance/support services on End of Life, or obsoleted Product, that is not being offered under this Contract, provided that the equipment fits within the scope of this Contract as set forth in Section 2, Contract Scope. Legacy Maintenance/support options shall be included in Appendix E - Pricing Pages. A description of each type of Legacy Maintenance/support option shall be provided in Appendix E - Pricing Pages. As a part of Maintenance/support responsibilities, the Contractor shall represent the Authorized User in regards to other involved equipment and service providers to identify and correct the malfunction. Malfunctions that cannot be immediately diagnosed and pinpointed to a certain piece of Product will require the participation of the Contractor until the responsibility for the problem has been established. See Appendix B. 57, Cooperation with Third Parties. Upon Authorized User’s request, the Contractor shall furnish the Authorized User with a Maintenance/support Service Sheet for all Maintenance/support requests. At a minimum, the Maintenance/support Service Sheet should include the following data for each request for service:  Date and time notified by Authorized User  Date and time of arrival of Contractor  Description of malfunction reported by Authorized User  Diagnosis of failure and work performed by Contractor  Date and time failure was corrected  Charges for the service, if applicable  Name of person performing the service Appendix E – Pricing Pages must include a Product description of any remote administration and/or Maintenance/support service arrangements if offered/provided with the Product. The cost for any equipment required to perform this function and the cost of the service, must be borne by the Contractor, as part of the cost of Maintenance/support. Connections to the Authorized User’s networks must be performed in a manner prescribed by an Authorized User to preserve the integrity of the Authorized User’s network, confidentiality and integrity of information transmitted over that Authorized User’s network, and the availability of the network. Monitoring of network performance metrics, such as throughput, firmware levels and updates, or uptime, can be provided through Lot 1 – Software and Lot 2 - Hardware. All Contractors should review NYS ITS Technology Standard NYS-S14- 010, Remote Access. Any remote administration, maintenance/support service that transmits, stores, acts upon or could remotely access Authorized User’s Data is considered a Cloud service and must be included in Lot 3 – Cloud. In accordance with Appendix B, Section 19, Site Inspection, Authorized User can require a site visit as part of the Authorized User’s RFQ.

Obligations. The Contractor shall not be obligated to repair damage caused by fire or other casualty (except that caused by the Contractor or those under Contractor’s control), or willful or grossly negligent operation or handling of the Product by the Authorized User. Right to Refuse/Discontinue Maintenance/Support An Authorized User shall not be required to purchase Maintenance/support for use of Product. There For Lot 1- Software and Lot 2 – Hardware there shall be no automatic renewal of Maintenance/support. For Lot 3 – Cloud, Contractor may offer automatic renewal of Maintenance/support. An Authorized User may discontinue such Maintenance/support by providing Written notice no later than 30 calendar days prior to the anniversary date of the Authorized User Agreement. Maintenance/Support Agreement Contract Price Survival An Authorized User’s Maintenance/support agreement, entered into during the term of this Contract, may continue beyond the end of the Contract based on the following limitations:  Maintenance/support period must start prior to the expiration of the Contract;  Authorized User has pre-paid for the entire Maintenance/support term;  Maintenance period cannot last longer than a 36 60 month period past the expiration of the Contract.  Example: A Contractor offers a SKU for a 2 year Maintenance/support term, which is discounted 5% less than a SKU for 2 single year engagements. In addition, Contractor also offers a 5% discount for pre-payment on the 2 year Maintenance/support term. Should the Authorized User fully pre-pay the 2 year Maintenance/support period and this Maintenance/support period begins prior to the expiration of the Contract, the Maintenance/support term will survives the Contract. Legacy Maintenance/Support Contractor may offer Legacy Maintenance/support services Services on End of End-of-Life, or obsoleted Product, that is not being offered under this Contract, provided that the equipment Equipment fits within the scope of this Contract as set forth in Section 2, Contract Scopethe Contract. Legacy Maintenance/support options shall be included in Appendix E - Pricing Pages. A description of each type of Legacy Maintenance/support option shall be provided in Appendix E - Pricing Pages. Maintenance/Support Responsibility As a part of Maintenance/support responsibilities, the Contractor shall represent the Authorized User in regards to other involved equipment Equipment and service providers to identify and correct the malfunction. Malfunctions that cannot be immediately diagnosed and pinpointed to a certain piece of Product will require the participation of the Contractor until the responsibility for the problem has been established. See Appendix B. B Section 57, Cooperation with Third Parties. Maintenance/Support Service Sheets Upon Authorized User’s request, the Contractor shall furnish the Authorized User with a Maintenance/support Service Sheet service sheet for all Maintenance/support requests. At a minimum, the Maintenance/support Service Sheet service sheet should include the following data for each request for service:  Date and time notified by Authorized User User;  Date and time of arrival of Contractor Contractor;  Description of malfunction reported by Authorized User User;  Diagnosis of failure and work performed by Contractor Contractor;  Date and time failure was corrected corrected;  Charges for the service, if applicable applicable; and  Name of person performing the service service. Remote Administration, Maintenance and Support Appendix E – Pricing Pages must include a Product description of any remote administration Remote Administration and/or Maintenance/support service arrangements if offered/provided with the Product. The cost for any equipment Equipment required to perform this function and the cost of the service, must be borne by the Contractor, as part of the cost of Maintenance/support. Connections to the Authorized User’s networks must be performed in a manner prescribed by an Authorized User to preserve the integrity of the Authorized User’s network, confidentiality and integrity of information transmitted over that Authorized User’s network, and the availability of the network. Monitoring of network performance metrics, such as throughput, firmware levels and updates, or uptime, can be provided through Lot 1 – Software and Lot 2 - Hardware. All Contractors Contractors/Resellers should review NYS ITS Technology Standard NYS-S14- S14-010, Remote Access. Any remote administrationRemote Administration, maintenanceMaintenance/support service that transmits, stores, acts upon or could remotely access Authorized User’s Data is considered a falls under the definition of Cloud service and Solution as stated in Section 2.5 - Glossary must be included in Lot 3 – Cloud. In accordance with Appendix B, Section 19, Site Inspection, Authorized User can require a site visit as part of the Authorized User’s RFQ.. New York State is currently operating on an Enterprise Resource Planning (ERP) system, Oracle PeopleSoft software, referred to as the Statewide Financial System (SFS). SFS is currently on PeopleSoft Financials version 9.2. SFS supports requisition-to-payment processing and financial management functions. The State is also implementing an eProcurement application that supports the requisitioning process for State Agencies to procure goods and services in SFS. This application provides catalog capabilities. Vendors with Centralized Contracts have the ability to provide a “hosted” or “punch-out” catalog that integrates with SFS and is available to Authorized Users via a centralized eMarketplace website. There are no fees required for a Vendor’s participation in the catalog site development or management. Upon completion and activation of an on-line catalog, State agencies will process their orders through the SFS functionality and other Authorized Users can access the catalog site to fulfill orders directly. The State is also implementing the PeopleSoft Inventory module in the near future to track inventory items within the item master table. Further information regarding business processes, interfaces, and file layouts may be found at: xxx.xxx.xx.xxx and xxxx://xxx.xxx.xxxxx.xx.xx/agencies/guide/MyWebHelp/. This Contract is available for use by all Authorized Users (See Appendix B – Definitions) and may be extended with the joint approval of the Contractor and the Commissioner for joint purchasing by any department, agency or instrumentality of the United States government and/or any state including political subdivisions thereof (“other authorized entities”). In the event that this Contract is so extended, such other authorized entities shall be solely responsible for liability and performance under the Contract and Contractor agrees to hold them solely responsible for such liability and performance. New York State political subdivisions and others authorized by New York State law may participate in this Contract. These include, but are not limited to local governments, public authorities, public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations. See Appendix B, Section 2 Definitions Authorized User and Section 27 Participation in Centralized Contracts. For purchase orders issued by the Port Authority of New York and New Jersey (or any other authorized entity that may have delivery locations adjacent to New York State), services to be provided may include locations adjacent to New York State. Upon request, all eligible Non-State Agencies must furnish a Contractor with the proper tax exemption certificates and documentation certifying eligibility to use State Contracts. Questions regarding an organization's eligibility to purchase from New York State Contracts may be directed to OGS New York State Procurement's Customer Services at 000-000-0000. This Contract may be extended to additional States or Governmental jurisdictions upon mutual written agreement between New York State (the lead contracting State) and the Contractor. Political subdivisions and other authorized entities within each participating State or governmental jurisdiction may also participate in any resultant Contract if such State normally allows participation by such entities. New York State reserves the right to negotiate additional discounts based on any increased volume generated by such extensions. In the event that this Contract is so extended, such other authorized entities shall be solely responsible for liability and performance under the Contract and Contractor agrees to hold them solely responsible for such liability and performance. Except as permitted below, Authorized User Agreements cannot extend 12 months past the Contract expiration. Lot 1 – Software and Lot 2 – Hardware Pre-paid Maintenance/Support services within an Authorized User Agreement that is fully executed prior to the expiration of the OGS Centralized Contract shall survive the expiration date of the OGS Centralized Contract no longer than 60 months. Lot 4 - Implementation Authorized User Agreements fully executed prior to the expiration of the OGS Centralized Contract shall survive the expiration date of the OGS Centralized Contract based on the term of the Authorized User Agreement. An Authorized User Agreement for Lot 4, including any extensions, shall be no longer than 60 months in duration. State Finance Law §162 requires that governmental entities afford first priority to the products/services of Preferred Source suppliers such as Correctional Industries (Corcraft), New York State Preferred Source Program for People who are Blind, and NYS Industries for the Disabled (NYSID), when such products/services meet the form, function and utility of the Authorized User. An Authorized User must determine if a particular commodity or service is approved for a Preferred Source and follow the requirements of State Finance Law §162(3) or (4)(b), respectively, before engaging the Contractor. Some products/services in the Contract may be available from one or more Preferred Sources. Contractor will be required to prominently display the following language on all pricelists:

Obligations. The Contractor shall not be obligated to repair damage caused by fire or other casualty (except that caused by the Contractor or those under Contractor’s control), or willful or grossly negligent operation or handling of the Product by the Authorized User. An Authorized User shall not be required to purchase Maintenance/support for use of Product. There shall be no automatic renewal of Maintenance/support. An Authorized User’s Maintenance/support agreement, entered into during the term of this Contract, may continue beyond the end of the Contract based on the following limitations:  • Maintenance/support period must start prior to the expiration of the Contract;  • Authorized User has pre-paid for the entire Maintenance/support term;  • Maintenance period cannot last longer than a 36 month period past the expiration of the Contract. Contractor may offer Legacy Maintenance/support services on End of Life, or obsoleted Product, that is not being offered under this Contract, provided that the equipment fits within the scope of this Contract as set forth in Section 2, Contract Scope. Legacy Maintenance/support options shall be included in Appendix E - Pricing Pages. A description of each type of Legacy Maintenance/support option shall be provided in Appendix E - Pricing Pages. As a part of Maintenance/support responsibilities, the Contractor shall represent the Authorized User in regards to other involved equipment and service providers to identify and correct the malfunction. Malfunctions that cannot be immediately diagnosed and pinpointed to a certain piece of Product will require the participation of the Contractor until the responsibility for the problem has been established. See Appendix B. 57, Cooperation with Third Parties. Upon Authorized User’s request, the Contractor shall furnish the Authorized User with a Maintenance/support Service Sheet for all Maintenance/support requests. At a minimum, the Maintenance/support Service Sheet should include the following data for each request for service:  • Date and time notified by Authorized User  • Date and time of arrival of Contractor  • Description of malfunction reported by Authorized User  • Diagnosis of failure and work performed by Contractor  • Date and time failure was corrected  • Charges for the service, if applicable  • Name of person performing the service Appendix E – Pricing Pages must include a Product description of any remote administration and/or Maintenance/support service arrangements if offered/provided with the Product. The cost for any equipment required to perform this function and the cost of the service, must be borne by the Contractor, as part of the cost of Maintenance/support. Connections to the Authorized User’s networks must be performed in a manner prescribed by an Authorized User to preserve the integrity of the Authorized User’s network, confidentiality and integrity of information transmitted over that Authorized User’s network, and the availability of the network. Monitoring of network performance metrics, such as throughput, firmware levels and updates, or uptime, can be provided through Lot 1 – Software and Lot 2 - Hardware. All Contractors should review NYS ITS Technology Standard NYS-S14- 010, Remote Access. Any remote administration, maintenance/support service that transmits, stores, acts upon or could remotely access Authorized User’s Data is considered a Cloud service and must be included in Lot 3 – Cloud. In accordance with Appendix B, Section 19, Site Inspection, Authorized User can require a site visit as part of the Authorized User’s RFQ.

Obligations. The Contractor shall not be obligated to repair damage caused by fire or other casualty (except that caused by the Contractor or those under Contractor’s control), or willful or grossly negligent operation or handling of the Product by the Authorized User. An Authorized User shall not be required to purchase Maintenance/support for use of Product. There shall be no automatic renewal of Maintenance/support. An Authorized User’s Maintenance/support agreement, entered into during 3.1 During the term of this ContractAgreement SQAConsulting will provide the Services to the Customer as set out in a Workorder and in accordance with the terms and conditions specified in the Workorder and this Agreement. If there is any conflict between the provisions of this Agreement and the provisions of a Workorder, may continue beyond the end provisions of the Contract based relevant Workorder will prevail over the obligations set out in this Agreement.‌‌ 3.2 The Customer will perform the Customer Obligations. The Customer will assist SQA Consulting by promptly providing access to those facilities of the Customer and any information or assistance which SQA Consulting may reasonably request or request access to for the performance of the Services.‌ 3.3 If SQA Consulting is delayed from performing the Services in accordance with the timetable in the relevant Workorder, because - 3.3.1 the Customer does not promptly perform the Customer Obligations;‌ 3.3.2 a third party working on the following limitations:  Maintenanceproject has not completed a task necessary to bring the project to a point where SQA Consulting can perform the relevant Services; 3.3.3 the Customer does not provide the access, information and/or assistance contemplated in clause 3.2; 3.3.4 the necessary licenses and/or consents contemplated in clause 3.4 is/support period must start are not in place prior to the expiration Start Date, SQA Consulting shall be entitled to an extension of time in whichto perform the Services equivalent to the time period ofthe delay andthe Customer shallpay SQAConsulting, on demand any damages which may have been sufferedby SQA Consulting as a result of such delay, including consequential damages, including, without limiting the generalityof the foregoing, its reasonable costs, charges (in accordance with SQA Consulting’s then current standard charges) and direct losses attributable to the delay. 3.4 The Customer shall ensure that there are in place all necessary licences andpermissions needed to allow SQA Consulting and its sub-contractors to access and use all facilities, computer systems, materials, information and other items as may be appropriate in connection with this Agreement or a relevant Workorder. In particular the Customer will ensure that any consents of software licensors to SQA Consulting’s or its sub-contractors' access to software are obtained in advance of the Contract;  Authorized User has pre-paid Start Date of the Services being performed under a Workorder.‌‌ 3.5 The Customer acknowledges that the consultants appointed by SQA Consulting to perform the Services under a specific Workorder may require training, leave or other specific time away from any piece of work defined by a Workorder. In these cases SQAConsulting, with the agreement of the Customer, which agreement shall not be unreasonably withheld shall substitute the relevant consultant with another of equal grade and similar experience for the entire Maintenance/support term;  Maintenance period cannot last longer than a 36 given period. 3.6 Within 1 month period past the expiration of the Contract. Contractor may offer Legacy Maintenance/support services on End start of Life, or obsoleted Product, that is not being offered under this Contract, provided that the equipment fits within term of the scope of this Contract as set forth in Section 2, Contract Scope. Legacy Maintenance/support options shall be included in Appendix E - Pricing Pages. A description of each type of Legacy Maintenance/support option shall be provided in Appendix E - Pricing Pages. relevant Workorder the Customer will raise and deliver to SQA Consulting valid Purchase Orders to cover all the Fees. 3.7 As a part of Maintenance/support responsibilitiesproviding the Services to Customer, SQA Consulting may process certain personal data on behalf of Customer (the Contractor shall represent “Data Controller”) in relation to the Authorized User in regards to Data Controller’s employees, consultants, customers and/or other involved equipment persons whose personal data are collected and service providers to identify and correct processed by the malfunction. Malfunctions that cannot be immediately diagnosed and pinpointed to a certain piece of Product will require Data Controller (“Personal Data”).‌ SQA Consulting may process Personal Data only for purposes necessary for the participation performance of the Contractor until the responsibility for the problem has been established. See Appendix B. 57, Cooperation with Third Parties. Upon Authorized User’s request, the Contractor shall furnish the Authorized User with a Maintenance/support Service Sheet for all Maintenance/support requests. At a minimum, the Maintenance/support Service Sheet should include the following data for each request for service:  Date Services and time notified by Authorized User  Date and time of arrival of Contractor  Description of malfunction reported by Authorized User  Diagnosis of failure and work performed by Contractor  Date and time failure was corrected  Charges for the service, if applicable  Name of person performing the service Appendix E – Pricing Pages must include a Product description of any remote administration and/or Maintenance/support service arrangements if offered/provided only in accordance with the Productinstructions from Data Controller. The cost for SQA Consulting shall at all times act in accordance with applicable data protection legislation (including but not limited to the Data Protection Actand EC Directive 95/46 on the protection of individuals with regard to the processing of personal data and on the free movement of such data) and shall stay informed of its content. Further, SQA Consulting shall ensure that all of its employees and any equipment required Subcontractors act in accordance with this Agreement andthe applicable data protectionlegislation andfollow instructions that may be given from time to perform this function time by the Data Controller. SQA Consulting shall implement and maintain appropriate technical and organizational measures to protect any and all Personal Data that may be transferred to SQA Consulting in connection with the cost Services. Customer shall have the right to know, and SQA Consulting shall at all times be able to show, where all Personal Data is located, in order to ensure that Customer has the ability to verify the geographical location of data storages, backups, data archives, audit logs, etc. Customer shall have the right to retain ownership of Customer Data in its original and authenticable format. SQA Consulting is obligedto provide Customer with all Customer Data in a standardformat and data structure, so it can be imported into another tool in ample time before termination of the serviceAgreement and in a mutually agreedtime frame.‌ SQA Consulting shall defend, must be borne by the Contractorindemnify and hold harmless Customer from and against any and all losses, damages, costs andexpenses incurred as part a result of the cost of Maintenance/support. Connections to the Authorized User’s networks must be performed in a manner prescribed by an Authorized User to preserve the integrity of the Authorized User’s network, confidentiality and integrity of information transmitted over that Authorized User’s network, and the availability of the network. Monitoring of network performance metrics, such as throughput, firmware levels and updates, or uptime, can be provided through Lot 1 – Software and Lot 2 - Hardware. All Contractors should review NYS ITS Technology Standard NYS-S14- 010, Remote Access. Any remote administration, maintenance/support service that transmits, stores, acts upon or could remotely access Authorized User’s Data is considered a Cloud service and must be included in Lot 3 – Cloud. In accordance with Appendix B, breachby SQA Consulting ofthis Section 19, Site Inspection, Authorized User can require a site visit as part of the Authorized User’s RFQ3.7.