Common use of Responsibilities of Provider Clause in Contracts

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Provider shall follow practices consistent with generally accepted professional and technical standards. Provider shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Provider to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. 3.5. In accordance with the Federal Prison Rape Elimination Act of 2003 and DDOC Policy 8.60, the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOC, within thirty (30) days of entering into contract. Provider and Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy is modified, the Provider will be notified and shall comply. 3.6. In accordance with DDOC Policy 16.1, the Provider may be required to complete Contractual Staff Orientation. 3.7. Delaware may terminate this Agreement for default if at any time it learns that Xxxxxxxx’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yield results that are not acceptable to DDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee or agent. 3.8. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.9. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.10. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.11. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.12. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.13. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services Services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified servicesServices, Provider shall follow practices consistent with generally accepted professional and technical standards. Provider shall be responsible for ensuring that all servicesServices, products products, and deliverables furnished pursuant to this Agreement comply with the DDOC policies and standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Provider to assure that all services and products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. 3.5. In accordance with the Federal Prison Rape Elimination Act of 2003 2003, and DDOC Delaware Department of Correction Policy 8.60Number 8.60 "Prison Rape Elimination Act", the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOCDepartment of Correction, Employee Development Center, within thirty (30) days of entering into contract. Provider and Provider, Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Department of Correction Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All In addition, all substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy the Department policy is modified, the Provider will be notified and shall comply.. A copy of the current State of Delaware, Department of Correction Policy Number 8.60 “Prison Rape Elimination Act” is available online at: 3.6. In accordance with DDOC Policy 16.116.1 and the Department of Correction’s Annual Training Plan, as established by the Employee Development Center, the Provider may will be required to complete the Contractual Staff OrientationOrientation prior to job assignment and any other mandatory training as may be required in the annual plan. 3.7. Delaware may terminate this Agreement for default if at any time it learns that XxxxxxxxProvider’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yield yields results that are not acceptable to DDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services Services and substitute in his/her place a suitable employee or agent. 3.8. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.9. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.103.9. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.113.10. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.123.11. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.133.12. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Responsibilities of Provider. 3.1(a) Provider will (i) provide Recipient with reasonable access to information and personnel of Provider to the extent reasonably necessary for the Services; and (ii) provide reasonable technical assistance and training to Recipient personnel for purposes of transitioning the Services. (b) During the Term, Provider agrees to designate and maintain an ongoing primary contact for each Service: (i) with whom Recipient may communicate about current issues, needs, and problem resolution; (ii) who has authority to make prompt technical decisions on Provider’s part; (iii) who will be reasonably accessible to Recipient; and (iv) who will remain knowledgeable about Provider’s policies and procedures in connection with the provision of the Services. Such Provider contact is referred to herein as the Provider Business Relationship Manager (“PBRM”). Provider may change its PBRM from time-to-time upon prior, written notice to Recipient. (c) Provider shall be responsible for perform its obligations under this Agreement in compliance with all Laws applicable to Provider in its capacity as a Third Party provider of the professional qualityServices to Recipient, technical accuracyincluding all data privacy Laws, timely completionstandards, regulations, and coordination privacy policies of Recipient, and shall cause all services furnished by Provider, of its subcontractors Affiliates and its and their principalsRepresentatives and permitted subcontractors, officers, employees and agents under this Agreement. In performing to so comply. (d) When on the specified servicesproperty of Recipient, Provider shall follow practices consistent with generally accepted professional and technical standards. Provider shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Provider to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse policies and procedures of Recipient concerning health, safety, and security which were applicable during the twelve (12) month period before the Effective Date or which are made known to Provider in advance in writing. (e) When given access to any Delaware facility Recipient's books, records, personnel or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. 3.5. In accordance with the Federal Prison Rape Elimination Act of 2003 and DDOC Policy 8.60, the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOC, within thirty (30) days of entering into contract. Provider and Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy is modified, the Provider will be notified and shall comply. 3.6. In accordance with DDOC Policy 16.1, the Provider may be required to complete Contractual Staff Orientation. 3.7. Delaware may terminate this Agreement for default if at any time it learns that Xxxxxxxx’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yield results that are not acceptable to DDOC, in its sole and absolute discretionassets, Provider shall remove such employee from comply with the performance of services confidentiality and substitute security procedures established by Recipient and made known to Provider in his/her place a suitable employee or agentadvance in writing. 3.8. Designation of persons for each position is subject to review and approval (f) To the extent not prohibited by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstancesLaw, Provider will notify Delaware immediately shall permit Recipient and work out a transition plan its Subsidiaries (and their respective Representatives), during regular business hours and upon reasonable advance notice to Provider, for purposes of the preparation or examination of Recipient’s governmental, regulatory and tax filings and financial statements and the conduct of any pending litigation, arbitration or dispute resolution that is acceptable not against Provider or its Affiliates, to both partiesexamine and make copies of the books and records of Provider, as well as agree with respect to an acceptable replacement plan to fill the Services; provided, that any such books and records or complete the work assigned to this project staff position. Replacement staff persons other information that are subject to review and approval by Delaware. If Provider fails an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall not be made so accessible; provided, further, however, that if any such access or disclosure is limited due to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt obligations of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good causeconfidentiality or non-disclosure as described in the preceding proviso, Provider shall remove such employee use reasonable best efforts to obtain consent from the performance of services and substitute required Person under such confidentiality or non-disclosure obligation in his/her place a suitable employee. 3.9. Provider shall furnish order to Delaware’s designated representative copies of all correspondence provide Recipient with timely access to regulatory agencies for review prior the fullest extent possible to mailing such correspondence. 3.10. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice information as to not conflict with their other responsibilities. 3.11. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.12. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.13. The rights and remedies of Delaware provided for described in this Agreement are in addition Section 6.1(d). Access to any other rights the books and remedies provided by lawrecords shall be at Recipient’s sole cost and expense and may not unreasonably interfere with the conduct of Provider’s or its Affiliates’ businesses.

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services Services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified servicesServices, Provider shall follow practices consistent with generally accepted professional and technical standards. Provider shall be responsible for ensuring that all servicesServices, products products, and deliverables furnished pursuant to this Agreement comply with the DOC policies and standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Provider to assure that all services and products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC DOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC DOC policies. DDOC DOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC DOC policy or whose criminal history or background check results are not acceptable to DDOCDOC, in its sole and absolute discretion. 3.5. In accordance with the Federal Prison Rape Elimination Act of 2003 2003, and DDOC Delaware Department of Correction Policy 8.60Number 8.60 "Prison Rape Elimination Act", the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOCDepartment of Correction, Employee Development Center, within thirty (30) days of entering into contract. Provider and Provider, Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Department of Correction Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All In addition, all substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy the Department policy is modified, the Provider will be notified and shall comply.. A copy of the current State of Delaware, Department of Correction Policy Number 8.60 “Prison Rape Elimination Act” is available online at: 3.6. In accordance with DDOC Policy 16.116.1 and the Department of Correction’s Annual Training Plan, as established by the Employee Development Center, the Provider may be required to complete the Contractual Staff OrientationOrientation prior to job assignment and any other mandatory training as may be required in the annual plan. 3.7. Delaware may terminate this Agreement for default if at any time it learns that Xxxxxxxx’s criminal history or background check results are not acceptable to DDOCDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC DOC policies, or a criminal history or background check that yield yields results that are not acceptable to DDOCDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services Services and substitute in his/her place a suitable employee or agent. 3.8. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.9. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.103.9. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.113.10. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.123.11. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.133.12. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Provider shall follow practices consistent with generally accepted professional and technical standards4.1. Provider shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.24.2. It shall be the duty of the Provider to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.34.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.44.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. 3.54.5. In accordance with the Federal Prison Rape Elimination Act of 2003 and DDOC Policy 8.60, the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOC, within thirty (30) days of entering into contract. Provider and Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy is modified, the Provider will be notified and shall comply. 3.6. In accordance with DDOC Policy 16.1, the Provider may be required to complete Contractual Staff Orientation. 3.74.6. Delaware may terminate this Agreement for default if at any time it learns that Xxxxxxxx’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yield results that are not acceptable to DDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee or agent. 3.84.7. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.94.8. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.104.9. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.114.10. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.124.11. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.134.12. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services Services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified servicesServices, Provider shall follow practices consistent with generally accepted professional and technical standards. Provider shall be responsible for ensuring that all servicesServices, products products, and deliverables furnished pursuant to this Agreement comply with the DOC policies and standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Provider to assure that all services and products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC DOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC DOC policies. DDOC DOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC DOC policy or whose criminal history or background check results are not acceptable to DDOCDOC, in its sole and absolute discretion. 3.5. In accordance with the Federal Prison Rape Elimination Act of 2003 2003, and DDOC Delaware Department of Correction Policy 8.60Number 8.60 "Prison Rape Elimination Act", the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOCDepartment of Correction, Employee Development Center, within thirty (30) days of entering into contract. Provider and Provider, Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Department of Correction Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All In addition, all substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy the Department policy is modified, the Provider will be notified and shall comply.. A copy of the current State of Delaware, Department of Correction Policy Number 8.60 “Prison Rape Elimination Act” is available online at: 3.6. In accordance with DDOC Policy 16.116.1 and the Department of Correction’s Annual Training Plan, as established by the Employee Development Center, the Provider may be required to must complete the Contractual Staff OrientationOrientation prior to job assignment and any other mandatory training annually identified in the plan. 3.7. Delaware may terminate this Agreement for default if at any time it learns that Xxxxxxxx’s criminal history or background check results are not acceptable to DDOCDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC DOC policies, or a criminal history or background check that yield yields results that are not acceptable to DDOCDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services Services and substitute in his/her place a suitable employee or agent. 3.8. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.9. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.103.9. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.113.10. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.123.11. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.133.12. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Provider shall follow practices consistent with generally accepted professional and technical standards4.1. Provider shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.24.2. It shall be the duty of the Provider to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.34.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.44.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. 3.54.5. In accordance with the Federal Prison Rape Elimination Act of 2003 and DDOC Policy 8.60, the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOC, within thirty (30) days of entering into contract. Provider and Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy is modified, the Provider will be notified and shall comply. 3.64.6. In accordance with DDOC Policy 16.1, the Provider Provider’s staff may be required to complete Contractual Staff Orientation. 3.74.7. Delaware may terminate this Agreement for default if at any time it learns that Xxxxxxxx’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yield results that are not acceptable to DDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee or agent. 3.84.8. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.94.9. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.104.10. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.114.11. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.124.12. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.134.13. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Provider shall follow practices consistent with generally accepted professional and technical standards. Provider shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Provider to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. 3.5. In accordance with the Federal Prison Rape Elimination Act of 2003 and DDOC Policy 8.60, the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOC, within thirty (30) days of entering into contract. Provider and Provider, Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy is modified, the Provider will be notified and shall comply. 3.6. In accordance with DDOC Policy 16.111-C-09, the Provider may be is required to complete Contractual Staff Orientationorientation for healthcare staff. 3.7. Delaware may terminate this Agreement for default if at any time it learns that Xxxxxxxx’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yield results that are not acceptable to DDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services Services and substitute in his/her place a suitable employee or agent. 3.8. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.9. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.10. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.11. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.12. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.13. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Provider shall follow practices consistent with generally accepted professional and technical standards. Provider shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Provider to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. 3.5. In accordance with the Federal Prison Rape Elimination Act of 2003 2003, and DDOC Delaware Department of Correction Policy 8.60Number 8.60 "Prison Rape Elimination Act", the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOCDepartment of Correction, Employee Development Center, within thirty (30) days of entering into contract. Provider and Provider, Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Department of Correction Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All In addition, all substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy the Department policy is modified, the Provider will be notified and shall comply.. A copy of the current State of Delaware, Department of Correction Policy Number 8.60 “Prison Rape Elimination Act” is available online at: 3.6. In accordance with DDOC Policy 16.116.1 and the DDOC’s Annual Training Plan, as established by the Employee Development Center, the Provider may be required to complete the Contractual Staff OrientationOrientation prior to job assignment and any other mandatory training that may be applicable in the Annual Training Plan. 3.7. Delaware may terminate this Agreement for default if at any time it learns that Xxxxxxxx’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yield yields results that are not acceptable to DDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services Services and substitute in his/her place a suitable employee or agent. 3.8. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.9. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.10. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.11. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.12. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.13. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services Services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified servicesServices, Provider shall follow practices consistent with generally accepted professional and technical standards. Provider shall be responsible for ensuring that all servicesServices, products products, and deliverables furnished pursuant to this Agreement comply with the DDOC policies and standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Provider to assure that all services and products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. 3.5. In accordance with the Federal Prison Rape Elimination Act of 2003 2003, and DDOC Delaware Department of Correction Policy 8.60Number 8.60 "Prison Rape Elimination Act", the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOCDepartment of Correction, Employee Development Center, within thirty (30) days of entering into contract. Provider and Provider staffProvider, Provider’s staff (including volunteers and subcontractors) agree to abide by DDOC Department of Correction Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All In addition, all substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy the Department policy is modified, the Provider will be notified and shall comply.. A copy of the current State of Delaware, Department of Correction Policy Number 8.60 “Prison Rape Elimination Act” is available online at: 3.6. In accordance with DDOC Policy 16.116.1 and the Department of Correction’s Annual Training Plan, as established by the Employee Development Center, the Provider may be required to must complete the Contractual Staff OrientationOrientation prior to job assignment and any other mandatory training annually identified in the plan. 3.7. Delaware may terminate this Agreement for default if at any time it learns that XxxxxxxxProvider’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yield yields results that are not acceptable to DDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services Services and substitute in his/her place a suitable employee or agent. 3.8. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.9. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.103.9. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.113.10. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.123.11. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.133.12. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.

Responsibilities of Provider. 3.1. Provider shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services Services furnished by Provider, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified servicesServices, Provider shall follow practices consistent with generally accepted professional and technical standards. Provider shall be responsible for ensuring that all servicesServices, products products, and deliverables furnished pursuant to this Agreement comply with the DOC policies and standards promulgated by the Delaware Department of Technology and Information ("DTI") published at xxxxx://xxx.xxxxxxxx.xxx/xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Provider shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Provider to assure that all services and products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations including DDOC DOC policies. Provider will not produce a work product that violates or infringes on any copyright or patent rights. Provider shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Provider shall not in any way relieve Provider of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Provider’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Provider shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Provider’s performance or failure to perform under this Agreement. 3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC DOC policies. DDOC DOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC DOC policy or whose criminal history or background check results are not acceptable to DDOCDOC, in its sole and absolute discretion. 3.5. In accordance with the Federal Prison Rape Elimination Act of 2003 2003, and DDOC Delaware Department of Correction Policy 8.60Number 8.60 "Prison Rape Elimination Act", the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the DDOCDepartment of Correction, Employee Development Center, within thirty (30) days of entering into contract. Provider and Provider, Provider staff’s (including volunteers and subcontractors) agree to abide by DDOC Department of Correction Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. All In addition, all substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If DDOC Policy the Department policy is modified, the Provider will be notified and shall comply.. A copy of the current State of Delaware, Department of Correction Policy Number 8.60 “Prison Rape Elimination Act” is available online at: 3.6. In accordance with DDOC Policy 16.116.1 and the Department of Correction’s Annual Training Plan, as established by the Employee Development Center, the Provider may be required to complete the Contractual Staff OrientationOrientation prior to job assignment and any other mandatory training as may be required in the annual plan. 3.7. Delaware may terminate this Agreement for default if at any time it learns that XxxxxxxxProvider’s criminal history or background check results are not acceptable to DDOCDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC DOC policies, or a criminal history or background check that yield yields results that are not acceptable to DDOCDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of services Services and substitute in his/her place a suitable employee or agent. 3.8. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Provider will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Provider fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Provider is unsuitable to Delaware for good cause, Provider shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.9. Provider shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.103.9. Provider agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.113.10. Provider has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.123.11. Provider will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.133.12. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.