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 DMAS, Supplier shall not charge DMAS 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 or DMAS 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 or DMAS 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 Requirements, DMAS 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 DMAS’ notice Supplier shall, at DMAS’ request, accept return of the tangible Solution Components at DMAS’ request. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by an affected DMAS for the returned Solution Components and Documentation in the following if the failure occurs during the Warranty Period. Solution Support Services and Renewal Options Supplier will continue to provide Solution support Services, applicable software required for the Solution, and Maintenance/Warranty Services throughout the duration of the contract, including option years.

Software Evolution. In the event that Supplier or Software Publisher merge or splinter the Software previously provided to DMASVDSS, Supplier shall not charge DMAS 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 or DMAS 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 or DMAS 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 Requirementsrespects, DMAS 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 DMAS’ notice VDSS’s notice, Supplier shall, at DMAS’ VDSS’s request, accept return of the tangible Solution Components at DMAS’ requestComponents. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by an affected DMAS 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 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. VDSS shall discontinue use of any Solution Component Software or product. Solution Support Services and Renewal Options Sixty (60) calendar days prior to the expiration of the Warranty Period, Supplier shall 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 continue be for a period of one (1) year and at an annual fee of ten percent (10%) of the Software license fee paid by VDSS for its then current installed base. Supplier shall notify VDSS 60 days prior to provide Solution support Services, applicable software required for the Solutionexpiration of the MCP, and Maintenance/Warranty VDSS may, at its sole discretion, renew Maintenance Services throughout for an additional one (1) year period. Any increase in the duration 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 contract, including option yearsinitial 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 DMASDCJS, Supplier shall not charge DMAS 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 or DMAS 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 or DMAS 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 Requirementscontract, DMAS 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 DMAS’ DCJS' notice Supplier shall, at DMAS’ request, shall accept return of the tangible Solution Components at DMAS’ DCJS’s request. If the failure of the Solution or any Components occurs during the Warranty Period, Supplier shall return all monies paid by an affected DMAS 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 Support Services and Renewal Options or any Components occurs during any subsequent MCP, Supplier will continue to provide Solution support Services, applicable software required shall return all monies paid by DCJS for the Solutionreturned 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 Maintenance/Warranty Licensed Services throughout Support At any time during the duration 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, including option yearsContract.