Common use of Software Evolution Clause in Contracts

Software Evolution. In the event that Supplier or Software Publisher merge or splinter the Software previously provided to DCJS, Supplier shall not charge DCJS additional support fees in order to receive enhancements, releases, upgrades, or support for the Software. If Supplier or Software Publisher reduces or replaces functionality contained in a licensed Software product and provides the same or substantially similar functionality as or within a separate or renamed Software product, then the Commonwealth and DCJS will be entitled to license such Software product at no additional license or maintenance fee, and subject to the terms and conditions in this Contract. If Supplier or Software Publisher releases an option, future Software product, or other release that has substantially the same functionality as the Software products provided under this Contract, and the Software Publisher, or Supplier, or both, ceases to provide Maintenance Services for the older Software product, then Supplier shall offer the Commonwealth and DCJS the option to exchange licenses for such replacement Software product or function at no additional charge. Escalation Procedures [To be provided by Supplier.] Solution Remedies If the Solution or any Component fails to conform in all material respects to the contract, DCJS shall provide written notification of the failure to Supplier. If Supplier is unable to make the Solution or any Component conform within 30 calendar of receiving DCJS' notice Supplier shall accept return of the tangible Solution Components at DCJS’s request. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by DCJS for the returned Solution Components and Documentation in the following if the failure occurs during the Warranty Period. If the failure of the Solution or any Components occurs during any subsequent MCP, Supplier shall return all monies paid by DCJS for the returned Solution Components and Documentation, pro-rated using the straight-line method for an estimated Solution life cycle of seven (7) years. DCJS shall discontinue use of any Solution Component Software or product Application and Licensed Services Support At any time during the term of this Contract, Supplier shall provide the following Application Services (including unlimited telephonic support and all necessary travel and labor) without additional charge to DCJS in order to ensure DCJS and its Application Users are able to access and use the Application in accordance with the requirements of the Contract.

Software Evolution. In the event that Supplier or Software Publisher merge or splinter the Software previously provided to DCJSVDOT, Supplier shall not charge DCJS VDOT additional support fees in order to receive enhancements, releases, upgrades, or support for the Software. If Supplier or Software Publisher reduces or replaces functionality contained in a licensed Software product and provides the same or substantially similar functionality as or within a separate or renamed Software product, then the Commonwealth and DCJS or VDOT will be entitled to license such Software product at no additional license or maintenance fee, and subject to the terms and conditions in this Contract. If Supplier or Software Publisher releases an option, future Software product, or other release that has substantially the same functionality as the Software products provided under this Contract, and the Software Publisher, or Supplier, or both, ceases to provide Maintenance Services for the older Software product, then Supplier shall offer the Commonwealth and DCJS or VDOT the option to exchange licenses for such replacement Software product or function at no additional charge. Escalation Procedures [To be provided by Supplier.] Solution Remedies If the Solution or any Component fails to conform in all material respects to the contractExhibit A and C, DCJS VDOT shall provide written notification of the failure to Supplier. If Supplier is unable to make the Solution or any Component conform within 30 calendar of receiving DCJS' VDOT’s notice Supplier shall shall, at VDOT’s request, accept return of the tangible Solution Components at DCJS’s requestComponents. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by DCJS VDOT for the returned Solution Components and Documentation in the following if the failure occurs during the Warranty Period. If the failure of the Solution or any Components occurs during any subsequent MCP, Supplier shall return all monies paid by DCJS VDOT for the returned Solution Components and Documentation, pro-rated using the straight-line method for an estimated Solution life cycle of seven (7) years. DCJS VDOT shall discontinue use of any Solution Component Software or product Application product. Solution Support Services and Licensed Renewal Options Sixty (60) calendar days prior to the expiration of the Warranty Period, Supplier shall notify VDOT in writing of such expiration. VDOT may, at its sole discretion, order from Supplier Solution Maintenance Services including new Software releases, updates and upgrades. The MCP will be for a period of one (1) year and at an annual fee of ten percent (10%) of the Software license fee paid by VDOT for its then current installed base. Supplier shall notify VDOT 60 days prior to the expiration of the MCP, and VDOT may, at its sole discretion, renew Maintenance Services for an additional one (1) year period. Any increase in the annual fee for renewed Maintenance Services may not exceed the lesser of (i) three percent (3%), or (ii) as defined in the “Fees, Ordering and Payment Procedure” section of this Contract below, in effect at the time of renewal. Supplier warrants that it shall make Support At Services available for all the Solution components listed in Exhibit B for a period of at least five (5) years from the expiration of the initial Warranty Period of any time during Solution provided to VDOT pursuant to this Contract. Cancellation of Maintenance Services by VDOT shall not affect this Contract or the term grant of any license by Supplier. FEES, ORDERING, AND PAYMENT PROCEDURE Fees and Charges In consideration for the Supplier’s performance obligations under this Contract, VDOT shall pay Supplier shall provide the following Application fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit B attached to this Contract. Supplier will only be entitled to those fees owed for Supplier’s performance obligations and any additional Products and Services (including unlimited telephonic support and all necessary travel and labor) without additional charge provided to DCJS in order to ensure DCJS and its Application Users are able to access and use the Application VDOT in accordance with the requirements scope of this Contract and the Requirements, as authorized by Exhibit A, and per VDOT’s SOW. The fees, and any associated discounts, will be applicable throughout the Term of this Contract unless modified pursuant to the terms and conditions below. In the event the fees or discounts apply for any period less than the entire Term, Supplier agrees that it will not increase the fees during the first twelve (12) month period following the Effective Date, and will not increase the fees more than once in any subsequent twelve (12) month period thereafter. No increase in fee amounts will exceed the lesser of three percent (3%) or the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the ContractDepartment of Labor (xxxx://xxx.xxx.xxx/cpi/home.htm) for the period ending 60 to 90 days prior to the effective date of the increase compared with the same index one (1) year prior. Supplier must submit any change in price in writing to VDOT in accordance with the above and will not become effective for 60 calendar days thereafter. Supplier agrees to offer price reductions to ensure compliance with the “Competitive Pricing” section of this Contract below.

Software Evolution. In the event that Supplier or Software Publisher merge or splinter the Software previously provided to DCJSVDSS, Supplier shall not charge DCJS VDSS additional support fees in order to receive enhancements, releases, upgrades, or support for the Software. If Supplier or Software Publisher reduces or replaces functionality contained in a licensed Software product and provides the same or substantially similar functionality as or within a separate or renamed Software product, then the Commonwealth and DCJS or VDSS will be entitled to license such Software product at no additional license or maintenance fee, and subject to the terms and conditions in this Contract. If Supplier or Software Publisher releases an option, future Software product, or other release that has substantially the same functionality as the Software products provided under this Contract, and the Software Publisher, or Supplier, or both, ceases to provide Maintenance Services for the older Software product, then Supplier shall offer the Commonwealth and DCJS or VDSS the option to exchange licenses for such replacement Software product or function at no additional charge. Escalation Procedures [To be provided by Supplier.] Solution Remedies If the Solution or any Component fails to conform in all material respects to the contractrespects, DCJS VDSS shall provide written notification of the failure to Supplier. If Supplier is unable to make the Solution or any Component conform within 30 calendar days of receiving DCJS' notice VDSS’s notice, Supplier shall shall, at VDSS’s request, accept return of the tangible Solution Components at DCJS’s requestComponents. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by DCJS VDSS for the returned Solution Components and Documentation in the following if the failure occurs during the Warranty Period. If the failure of the Solution or any Components occurs during any subsequent MCP, Supplier shall return all monies paid by DCJS VDSS for the returned Solution Components and Documentation, pro-rated using the straight-line method for an estimated Solution life cycle of seven (7) years. DCJS VDSS shall discontinue use of any Solution Component Software or product Application product. Solution Support Services and Licensed Services Support At any time during Renewal Options Sixty (60) calendar days prior to the term expiration of this Contractthe Warranty Period, Supplier shall provide the following Application notify VDSS in writing of such expiration. VDSS may, at its sole discretion, order from Supplier Solution Maintenance Services including new Software releases, updates and upgrades. The MCP will be for a period of one (including unlimited telephonic support 1) year and all necessary travel and laborat an annual fee of ten percent (10%) without additional charge to DCJS in order to ensure DCJS and its Application Users are able to access and use the Application in accordance with the requirements of the Software license fee paid by VDSS for its then current installed base. Supplier shall notify VDSS 60 days prior to the expiration of the MCP, and VDSS may, at its sole discretion, renew Maintenance Services for an additional one (1) year period. Any increase in the annual fee for renewed Maintenance Services may not exceed the lesser of (i) three percent (3%), or (ii) as defined in the “Fees, Ordering and Payment Procedure” section of this Contract below, in effect at the time of renewal. Supplier warrants that it shall make Support Services available for all the Solution components listed in Exhibit B for a period of at least five (5) years from the expiration of the initial Warranty Period of any Solution provided to VDSS pursuant to this Contract. Cancellation of Maintenance Services by VDSS shall not affect this Contract or the grant of any license by Supplier.

Software Evolution. In the event that Supplier or Software Publisher merge or splinter the Software previously provided to DCJSVDOT, Supplier shall not charge DCJS VDOT additional support fees in order to receive enhancements, releases, upgrades, or support for the Software. If Supplier or Software Publisher reduces or replaces functionality contained in a licensed Software product and provides the same or substantially similar functionality as or within a separate or renamed Software product, then the Commonwealth and DCJS or VDOT will be entitled to license such Software product at no additional license or maintenance fee, and subject to the terms and conditions in this Contract. If Supplier or Software Publisher releases an option, future Software product, or other release that has substantially the same functionality as the Software products provided under this Contract, and the Software Publisher, or Supplier, or both, ceases to provide Maintenance Services for the older Software product, then Supplier shall offer the Commonwealth and DCJS or VDOT the option to exchange licenses for such replacement Software product or function at no additional charge. Escalation Procedures [To be provided by Supplier.] Solution Remedies If the Solution or any Component fails to conform in all material respects to the contractExhibit A and C, DCJS VDOT shall provide written notification of the failure to Supplier. If Supplier is unable to make the Solution or any Component conform within 30 calendar of receiving DCJS' VDOT’s notice Supplier shall shall, at VDOT’s request, accept return of the tangible Solution Components at DCJS’s requestComponents. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by DCJS VDOT for the returned Solution Components and Documentation in the following if the failure occurs during the Warranty Period. If the failure of the Solution or any Components occurs during any subsequent MCP, Supplier shall return all monies paid by DCJS VDOT for the returned Solution Components and Documentation, pro-rated using the straight-line method for an estimated Solution life cycle of seven (7) years. DCJS VDOT shall discontinue use of any Solution Component Software or product Application product. Solution Support Services and Licensed Services Support At any time during Renewal Options Sixty (60) calendar days prior to the term expiration of this Contractthe Warranty Period, Supplier shall provide the following Application notify VDOT in writing of such expiration. VDOT may, at its sole discretion, order from Supplier Solution Maintenance Services including new Software releases, updates and upgrades. The MCP will be for a period of one (including unlimited telephonic support 1) year and all necessary travel and laborat an annual fee of ten percent (10%) without additional charge to DCJS in order to ensure DCJS and its Application Users are able to access and use the Application in accordance with the requirements of the Software license fee paid by VDOT for its then current installed base. Supplier shall notify VDOT 60 days prior to the expiration of the MCP, and VDOT may, at its sole discretion, renew Maintenance Services for an additional one (1) year period. Any increase in the annual fee for renewed Maintenance Services may not exceed the lesser of (i) three percent (3%), or (ii) as defined in the “Fees, Ordering and Payment Procedure” section of this Contract below, in effect at the time of renewal. Supplier warrants that it shall make Support Services available for all the Solution components listed in Exhibit B for a period of at least five (5) years from the expiration of the initial Warranty Period of any Solution provided to VDOT pursuant to this Contract. Cancellation of Maintenance Services by VDOT shall not affect this Contract or the grant of any license by Supplier.

Software Evolution. In the event that Supplier or Software Publisher merge or splinter the Software previously provided to DCJSVDOT, Supplier shall not charge DCJS VDOT additional support fees in order to receive enhancements, releases, upgrades, or support for the Software. If Supplier or Software Publisher reduces or replaces functionality contained in a licensed Software product and provides the same or substantially similar functionality as or within a separate or renamed Software product, then the Commonwealth and DCJS or VDOT will be entitled to license such Software product at no additional license or maintenance fee, and subject to the terms and conditions in this Contract. If Supplier or Software Publisher releases an option, future Software product, or other release that has substantially the same functionality as the Software products provided under this Contract, and the Software Publisher, or Supplier, or both, ceases to provide Maintenance Services for the older Software product, then Supplier shall offer the Commonwealth and DCJS or VDOT the option to exchange licenses for such replacement Software product or function at no additional charge. Escalation Procedures [To be provided by Supplier.] Solution Remedies If the Solution or any Component fails to conform in all material respects to the contractExhibit A and C, DCJS VDOT shall provide written notification of the failure to Supplier. If Supplier is unable to make the Solution or any Component conform within 30 calendar days of receiving DCJS' VDOT’s notice Supplier shall shall, at VDOT’s request, accept return of the tangible Solution Components at DCJS’s requestComponents. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by DCJS VDOT for the returned Solution Components and Documentation in the following if the failure occurs during the Warranty Period. If the failure of the Solution or any Components occurs during any subsequent MCP, Supplier shall return all monies paid by DCJS VDOT for the returned Solution Components and Documentation, pro-rated using the straight-line method for an estimated Solution life cycle of seven (7) years. DCJS VDOT shall discontinue use of any Solution Component Software or product Application product. Solution Support Services and Licensed Services Support At any time during Renewal Options Sixty (60) calendar days prior to the term expiration of this Contractthe Warranty Period, Supplier shall provide the following Application notify VDOT in writing of such expiration. VDOT may, at its sole discretion, order from Supplier Solution Maintenance Services including new Software releases, updates and upgrades. The MCP will be for a period of one (including unlimited telephonic support 1) year and all necessary travel and laborat an annual fee of ten percent (10%) without additional charge to DCJS in order to ensure DCJS and its Application Users are able to access and use the Application in accordance with the requirements of the Software license fee paid by VDOT for its then current installed base. Supplier shall notify VDOT 60 days prior to the expiration of the MCP, and VDOT may, at its sole discretion, renew Maintenance Services for an additional one (1) year period. Any increase in the annual fee for renewed Maintenance Services may not exceed the lesser of (i) three percent (3%), or (ii) as defined in the “Fees, Ordering and Payment Procedure” section of this Contract below, in effect at the time of renewal. Supplier warrants that it shall make Support Services available for all the Solution components listed in Exhibit B for a period of at least five (5) years from the expiration of the initial Warranty Period of any Solution provided to VDOT pursuant to this Contract. Cancellation of Maintenance Services by VDOT shall not affect this Contract or the grant of any license by Supplier.

Software Evolution. In the event that Supplier or Software Publisher merge or splinter the Software previously provided to DCJSany Authorized User, Supplier shall not charge DCJS any Authorized User additional support fees in order to receive enhancements, releases, upgrades, or support for the Software. If Supplier or Software Publisher reduces or replaces functionality contained in a licensed Software product and provides the same or substantially similar functionality as or within a separate or renamed Software product, then the Commonwealth and DCJS or the Authorized User will be entitled to license such Software product at no additional license or maintenance fee, and subject to the terms and conditions in this Contract. If Supplier or Software Publisher releases an option, future Software product, or other release that has substantially the same functionality as the Software products provided under this Contract, and the Software Publisher, or Supplier, or both, ceases to provide Maintenance Services for the older Software product, then Supplier shall offer the Commonwealth and DCJS or the Authorized User the option to exchange licenses for such replacement Software product or function at no additional charge. Escalation Procedures [To be provided by Supplier.] Solution Remedies If [Include a separate service level table to address response and restore time remedies for all important performance standards.]]If the Solution or any Component fails to conform in all material respects to the contractits order or SOW, DCJS Authorized User shall provide written notification of the failure to Supplier. If Supplier is unable to make the Solution or any Component conform within 30 calendar of receiving DCJS' Authorized User’s notice Supplier shall shall, at such Authorized User’s request, accept return of the tangible Solution Components at DCJSthe Authorized User’s request. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by DCJS an affected Authorized User for the returned Solution Components and Documentation in the following if the failure occurs during the Warranty Period. If the failure of the Solution or any Components occurs during any subsequent MCP, Supplier shall return all monies paid by DCJS an affected Authorized User for the returned Solution Components and Documentation, pro-rated using the straight-line method for an estimated Solution life cycle of seven (7) years. DCJS Authorized User shall discontinue use of any Solution Component Software or product Application product. Solution Support Services and Licensed Services Support At any time during Renewal Options Sixty (60) calendar days prior to the term expiration of this Contractthe Warranty Period, Supplier shall provide notify the following Application Authorized User in writing of such expiration. Authorized User may, at its sole discretion, order from Supplier Solution Maintenance Services including new Software releases, updates and upgrades. The MCP will be for a period of one (including unlimited telephonic support 1) year and all necessary travel and laborat an annual fee of ten percent (10%) without additional charge to DCJS in order to ensure DCJS and its Application Users are able to access and use the Application in accordance with the requirements of the Software license fee paid by any Authorized User for its then current installed base. Supplier shall notify the Authorized User 60 days prior to the expiration of the MCP, and the Authorized User may, at its sole discretion, renew Maintenance Services for an additional one (1) year period. Any increase in the annual fee for renewed Maintenance Services may not exceed the lesser of (i) three percent (3%), or (ii) as defined in the “Fees, Ordering and Payment Procedure” section of this Contract below, in effect at the time of renewal. Supplier warrants that it shall make Support Services available for all the Solution components listed in Exhibit B for a period of at least five (5) years from the expiration of the initial Warranty Period of any Solution provided to an Authorized User pursuant to this Contract. Cancellation of Maintenance Services by an Authorized User shall not affect this Contract or the grant of any license by Supplier.

Software Evolution. In the event that Supplier or Software Publisher merge or splinter the Software previously provided to DCJSVDSS, Supplier shall not charge DCJS VDSS additional license or support fees in order to receive enhancements, releases, upgrades, or support for the Software. If Supplier or Software Publisher reduces or replaces functionality contained in a licensed Software product and provides the same or substantially similar functionality as or within a separate or renamed Software product, then the Commonwealth and DCJS will or VDSS shall be entitled to license such Software product at no additional license or maintenance fee, and subject to the terms and conditions in this Contract. If Supplier or Software Publisher releases an option, future Software product, or other release that has substantially the same functionality as the Software products provided under this Contract, and the Software Publisher, or Supplier, or both, ceases to provide Maintenance Services for the older Software product, then Supplier shall offer the Commonwealth and DCJS or VDSS the option to exchange licenses for such replacement Software product or function at no additional charge. Escalation Procedures [To be provided by Supplier.] Solution Remedies If the Solution or any Component fails to conform in all material respects to the contractrespects, DCJS VDSS shall provide written notification of the failure to Supplier. If Supplier is unable to make the Solution or any Component conform within 30 thirty (30) calendar days of receiving DCJS' notice VDSS’s notice, Supplier shall shall, at VDSS’s request, accept return of the tangible Solution Components at DCJS’s requestComponents. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by DCJS VDSS for the returned Solution Components and Documentation in the following if the failure occurs during the Warranty Period. If the failure of the Solution or any Components occurs during any subsequent MCP, Supplier shall return all monies paid by DCJS VDSS for the returned Solution Components and Documentation, pro-rated using the straight-line method for an estimated Solution life cycle of seven (7) years. DCJS VDSS shall discontinue use of any Solution Component Software or product Application product. Solution Support Services and Licensed Services Support At any time during Renewal Options Sixty (60) calendar days prior to the term expiration of this Contractthe Warranty Period, Supplier shall provide the following Application notify VDSS in writing of such expiration. VDSS may, at its sole discretion, order from Supplier Solution Maintenance Services including new Software releases, updates and upgrades. The MCP shall be for a period of one (including unlimited telephonic support 1) year and all necessary travel and laborat an annual fee of ten percent (10%) without additional charge to DCJS in order to ensure DCJS and its Application Users are able to access and use the Application in accordance with the requirements of the Software license fee paid by VDSS for its then current installed base. Supplier shall notify VDSS sixty (60) days prior to the expiration of the MCP, and VDSS may, at its sole discretion, renew Maintenance Services for an additional one (1) year period. Any increase in the annual fee for renewed Maintenance Services may not exceed the lesser of (i) three percent (3%), or (ii) as defined in the “Fees, Ordering and Payment Procedure” section of this Contract below, in effect at the time of renewal. Supplier warrants that it shall make Support Services available for all the Solution components listed in Exhibit B for a period of at least five (5) years from the expiration of the initial Warranty Period of any Solution provided to VDSS pursuant to this Contract. Cancellation of Maintenance Services by VDSS shall not affect this Contract or the grant of any license by Supplier.