Common use of Supplier Responsibilities Clause in Contracts

Supplier Responsibilities. A. Standard Application Responsibilities Unless otherwise indicated in Exhibit A, Supplier shall acquire and maintain, at no charge to DMAS, the hardware and software required to host the Application(s). The hardware and software on which the Application(s) is hosted will be maintained in good operating condition, consistent with or exceeding generally accepted industry practices and procedures. Additionally: i. Supplier shall maintain sufficient hardware capacity to satisfy the technical requirements and the bandwidth and required storage capacity indicated in Exhibit A. ii. Supplier shall be responsible for all telecommunication connections from the server hosting the Application to the Internet. iii. Supplier may collect user-specific data only as necessary to provide the Licensed Services ordered by DMAS. No information regarding DMAS or any Application User shall be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. This obligation will extend beyond the Contract Term. iv. The Application will be made available to DMAS and/or designated Application Users, as specified in the Contract documents, twenty-four (24) hours a day, seven (7) days a week (“Uptime”) less Excusable Downtime. For the purposes of this Contract, “Excusable Downtime” is defined as that period of time when the Licensed Services are not available to DMAS or its Application Users due to scheduled network, hardware or service maintenance and/or upgrades. Except in cases of emergency, DMAS shall be provided a two (2) business day advance notification of such maintenance and/or upgrade. In cases of emergency, Supplier will use its best efforts to notify DMAS of a planned Downtime as soon as practicable. Maintenance or upgrades are not to exceed thirty-six (36) hours in duration in a single month and cannot occur Monday through Friday, between the hours of 6:00 a.m. and 8:00 p.m. Eastern Time. v. Excusable Downtime shall not include (a) an electronic hardware failure; (b) a failure in the Supplier’s Application; (c) an electric utility failure at Supplier’s facility where the Application is hosted; or (d) a network failure up to, but not including, the interconnection point of Supplier’s network to the public switched telephone network. vi. Supplier guarantees the Application will be available for use at least ninety-nine percent (99%) of the total time during each month, excluding Excusable Downtime. vii. If non-Excusable Downtime exceeds the parameters listed above, Supplier will credit to DMAS the total recurring fees that would otherwise be owed by DMAS under this Contract during the month of such failure. Such credit will be issued in the month immediately following the failure. viii. Supplier shall be required to notify DMAS in writing at least sixty (60) days prior to of any planned change(s) or Update(s) to the Application; its functionality; Content storage/ backup/disaster recovery, including physical location; security architecture, features or settings; terminations and/or replacement of any Supplier subcontractor. The planned changes or Updates include any change(s) that would potentially impact the secure and efficient use of the Application, as understood and agreed to between Supplier and DMAS at Contract award. The purpose of this notice is to allow sufficient time for Supplier and DMAS to discuss any technical/functional considerations and/or changes that would require action by the Commonwealth. ix. Supplier is responsible for documenting and maintaining any customizations made for operational use of the Application and/or for interoperability use with other systems or applications used by DMAS and paid for solely by DMAS. The associated technical data, code, documentation and other necessary information about such customizations shall be provided by Supplier to DMAS within ten (10) business days of the customizations’ operational use. Suppler shall be required to routinely transfer knowledge regarding the Application and Licensed Services, including Updates and all material changes, to DMAS in a reasonable manner to ensure proper and efficient use of Application and Licensed Services without degrading performance thereof. x. Supplier agrees to work with DMAS to ensure compliance with any approved security exceptions or other identified gaps or requirements provided to DMAS in writing by DMAS. xi. In addition, and at no additional cost to DMAS, Supplier shall provide access to additional Updates, features, and functionalities of the Application as are provided by Supplier to other customers of Supplier who require functionality similar to that of the Application provided to DMAS. All such additional features and functionality, where reasonably necessary, shall be accompanied by updated Documentation, whether in hard copy format or distributed electronically via email or the Supplier website. Notwithstanding the provisions of this Section and except as agreed to in writing by DMAS and Supplier, nothing in the Contract shall oblige Supplier to undertake any modifications to the Application, and all such modifications are at Supplier’s sole discretion whether suggested by DMAS or another party. B. Ancillary Responsibilities Throughout the Contract Term, Supplier shall make available such resources, including Supplier Personnel, as are reasonably required to: (i) train designated DMAS personnel in the use of the Application; (ii) develop modifications to the Application as agreed by DMAS and Supplier in any exhibit hereto or as agreed to by Supplier and DMAS in this Contract; and (iii) otherwise support the Application as provided under this Contract and any exhibits hereto.

Supplier Responsibilities. A. Standard Application Responsibilities Unless otherwise indicated in Exhibit A, Supplier shall acquire and maintain, at no charge to DMASOAG, the hardware and software required to host the Application(s). The hardware and software on which the Application(s) is hosted will be maintained in good operating condition, consistent with or exceeding generally accepted industry practices and procedures. Additionally: i. Supplier shall maintain sufficient hardware capacity to satisfy the technical requirements and the bandwidth and required storage capacity indicated in Exhibit A. ii. Supplier shall be responsible for all telecommunication connections from the server hosting the Application to the Internet. iii. Supplier may collect user-specific data only as necessary to provide the Licensed Services ordered by DMASOAG. No information regarding DMAS OAG or any Application User shall be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. This obligation will extend beyond the Contract Term. iv. The Application will be made available to DMAS OAG and/or designated Application Users, as specified in the Contract documentsapplicable order or SOW, twenty-four (24) hours a day, seven (7) days a week (“Uptime”) less Excusable Downtime. For the purposes of this Contract, “Excusable Downtime” is defined as that period of time when the Licensed Services are not available to DMAS OAG or its Application Users due to scheduled network, hardware or service maintenance and/or upgrades. Except in cases of emergency, DMAS OAG shall be provided a two (2) business day advance notification of such maintenance and/or upgrade. In cases of emergency, Supplier will use its best efforts to notify DMAS OAG of a planned Downtime as soon as practicable. Maintenance or upgrades are not to exceed thirty-six (36) hours in duration in a single month and cannot occur Monday through Friday, between the hours of 6:00 a.m. and 8:00 p.m. Eastern Time. v. Excusable Downtime shall not include (a) an electronic hardware failure; (b) a failure in the Supplier’s Application; (c) an electric utility failure at Supplier’s facility where the Application is hosted; or (d) a network failure up to, but not including, the interconnection point of Supplier’s network to the public switched telephone network. vi. Supplier guarantees the Application will be available for use at least ninety-nine percent (99%) of the total time during each month, excluding Excusable Downtime. vii. If non-Excusable Downtime exceeds the parameters listed above, Supplier will credit to DMAS the total recurring fees that would otherwise be owed by DMAS under this Contract during the month of such failure. Such credit will be issued in the month immediately following the failure. viii. Supplier shall be required to notify DMAS in writing at least sixty (60) days prior to of any planned change(s) or Update(s) to the Application; its functionality; Content storage/ backup/disaster recovery, including physical location; security architecture, features or settings; terminations and/or replacement of any Supplier subcontractor. The planned changes or Updates include any change(s) that would potentially impact the secure and efficient use of the Application, as understood and agreed to between Supplier and DMAS at Contract award. The purpose of this notice is to allow sufficient time for Supplier and DMAS to discuss any technical/functional considerations and/or changes that would require action by the Commonwealth. ix. Supplier is responsible for documenting and maintaining any customizations made for operational use of the Application and/or for interoperability use with other systems or applications used by DMAS and paid for solely by DMAS. The associated technical data, code, documentation and other necessary information about such customizations shall be provided by Supplier to DMAS within ten (10) business days of the customizations’ operational use. Suppler shall be required to routinely transfer knowledge regarding the Application and Licensed Services, including Updates and all material changes, to DMAS in a reasonable manner to ensure proper and efficient use of Application and Licensed Services without degrading performance thereof. x. Supplier agrees to work with DMAS to ensure compliance with any approved security exceptions or other identified gaps or requirements provided to DMAS in writing by DMAS. xi. In addition, and at no additional cost to DMAS, Supplier shall provide access to additional Updates, features, and functionalities of the Application as are provided by Supplier to other customers of Supplier who require functionality similar to that of the Application provided to DMAS. All such additional features and functionality, where reasonably necessary, shall be accompanied by updated Documentation, whether in hard copy format or distributed electronically via email or the Supplier website. Notwithstanding the provisions of this Section and except as agreed to in writing by DMAS and Supplier, nothing in the Contract shall oblige Supplier to undertake any modifications to the Application, and all such modifications are at Supplier’s sole discretion whether suggested by DMAS or another party. B. Ancillary Responsibilities Throughout the Contract Term, Supplier shall make available such resources, including Supplier Personnel, as are reasonably required to: (i) train designated DMAS personnel in the use of the Application; (ii) develop modifications to the Application as agreed by DMAS and Supplier in any exhibit hereto or as agreed to by Supplier and DMAS in this Contract; and (iii) otherwise support the Application as provided under this Contract and any exhibits hereto.

Supplier Responsibilities. A. Standard Application Responsibilities Unless otherwise indicated in Exhibit A, Supplier shall acquire and maintain, at no charge to DMASAuthorized User, the hardware and software required to host the Application(s). The hardware and software on which the Application(s) is hosted will be maintained in good operating condition, consistent with or exceeding generally accepted industry practices and procedures. AdditionallyIn addition: i. i). Supplier shall maintain sufficient hardware capacity to satisfy the technical requirements and the bandwidth and required storage capacity indicated in Exhibit A. ii). Supplier shall be responsible for all telecommunication connections from the server hosting the Application to the Internet. iii). Supplier may collect user-specific data only as necessary to provide the Licensed Services ordered by DMASan Authorized User. No information regarding DMAS any Authorized User or any Application User shall be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. This obligation will extend beyond the Contract Term. iv). The Application will be made available to DMAS Authorized User and/or designated Application Users, as specified in the Contract documentsapplicable order or SOW, twenty-four (24) hours a day, seven (7) days a week (“Uptime”) less Excusable Downtime. For the purposes of this Contract, “Excusable Downtime” is defined as that period of time when the Licensed Services are not available to DMAS Authorized User or its Application Users due to scheduled network, hardware or service maintenance and/or upgrades. Except in cases of emergency, DMAS Authorized User shall be provided a two (2) business day advance notification of such maintenance and/or upgrade. In cases of emergency, Supplier will use its best efforts to notify DMAS Authorized User of a planned Downtime as soon as practicable. Maintenance or upgrades are not to exceed thirty-six (36) hours in duration in a single month and cannot occur Monday through Friday, between the hours of 6:00 a.m. and 8:00 p.m. Eastern Time. v. Excusable Downtime shall not include (a) an electronic hardware failure; (b) a failure in the Supplier’s Application; (c) an electric utility failure at Supplier’s facility where the Application is hosted; or (d) a network failure up to, but not including, the interconnection point of Supplier’s network to the public switched telephone network. vi. Supplier guarantees the Application will be available for use at least ninety-nine percent (99%) of the total time during each month, excluding Excusable Downtime. vii. If non-Excusable Downtime exceeds the parameters listed above, Supplier will credit to DMAS the total recurring fees that would otherwise be owed by DMAS under this Contract during the month of such failure. Such credit will be issued in the month immediately following the failure. viii. Supplier shall be required to notify DMAS in writing at least sixty (60) days prior to of any planned change(s) or Update(s) to the Application; its functionality; Content storage/ backup/disaster recovery, including physical location; security architecture, features or settings; terminations and/or replacement of any Supplier subcontractor. The planned changes or Updates include any change(s) that would potentially impact the secure and efficient use of the Application, as understood and agreed to between Supplier and DMAS at Contract award. The purpose of this notice is to allow sufficient time for Supplier and DMAS to discuss any technical/functional considerations and/or changes that would require action by the Commonwealth. ix. Supplier is responsible for documenting and maintaining any customizations made for operational use of the Application and/or for interoperability use with other systems or applications used by DMAS and paid for solely by DMAS. The associated technical data, code, documentation and other necessary information about such customizations shall be provided by Supplier to DMAS within ten (10) business days of the customizations’ operational use. Suppler shall be required to routinely transfer knowledge regarding the Application and Licensed Services, including Updates and all material changes, to DMAS in a reasonable manner to ensure proper and efficient use of Application and Licensed Services without degrading performance thereof. x. Supplier agrees to work with DMAS to ensure compliance with any approved security exceptions or other identified gaps or requirements provided to DMAS in writing by DMAS. xi. In addition, and at no additional cost to DMAS, Supplier shall provide access to additional Updates, features, and functionalities of the Application as are provided by Supplier to other customers of Supplier who require functionality similar to that of the Application provided to DMAS. All such additional features and functionality, where reasonably necessary, shall be accompanied by updated Documentation, whether in hard copy format or distributed electronically via email or the Supplier website. Notwithstanding the provisions of this Section and except as agreed to in writing by DMAS and Supplier, nothing in the Contract shall oblige Supplier to undertake any modifications to the Application, and all such modifications are at Supplier’s sole discretion whether suggested by DMAS or another party. B. Ancillary Responsibilities Throughout the Contract Term, Supplier shall make available such resources, including Supplier Personnel, as are reasonably required to: (i) train designated DMAS personnel in the use of the Application; (ii) develop modifications to the Application as agreed by DMAS and Supplier in any exhibit hereto or as agreed to by Supplier and DMAS in this Contract; and (iii) otherwise support the Application as provided under this Contract and any exhibits hereto.

Supplier Responsibilities. A. Standard Application Responsibilities Unless otherwise indicated in Exhibit A, Supplier shall acquire and maintain, at no charge to DMAS, the hardware and software required to host the Application(s). The hardware and software on which the Application(s) is hosted will be maintained in good operating condition, consistent with or exceeding generally accepted industry practices and procedures. Additionally: i. Supplier shall maintain sufficient hardware capacity to satisfy the technical requirements and the bandwidth and required storage capacity indicated in Exhibit A. ii. Supplier shall be responsible for all telecommunication connections from the server hosting the Application to the Internet. iii. Supplier may collect user-specific data only as necessary to provide the Licensed Services ordered by DMAS. No information regarding DMAS or any Application User shall be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. This obligation will extend beyond the Contract Term. iv. The Application will be made available to DMAS and/or designated Application Users, as specified in the Contract documents, twenty-four (24) hours a day, seven (7) days a week (“Uptime”) less Excusable Downtime. For the purposes of this Contract, “Excusable Downtime” is defined as that period of time when the Licensed Services are not available to DMAS or its Application Users due to scheduled network, hardware or service maintenance and/or upgrades. Except in cases of emergency, DMAS shall be provided a two (2) business day advance notification of such maintenance and/or upgrade. In cases of emergency, Supplier will use its best efforts to notify DMAS of a planned Downtime as soon as practicable. Maintenance or upgrades are not to exceed thirty-six (36) hours in duration in a single month and cannot occur Monday through Friday, between the hours of 6:00 a.m. and 8:00 p.m. Eastern Time. v. Excusable Downtime shall not include (a) an electronic hardware failure; (b) a failure in the Supplier’s Application; (c) an electric utility failure at Supplier’s facility where the Application is hosted; or (d) a network failure up to, but not including, the interconnection point of Supplier’s network to the public switched telephone network. vi. Supplier guarantees the Application will be available for use at least ninety-nine percent (99%) of the total time during each month, excluding Excusable Downtime. vii. If non-Excusable Downtime exceeds the parameters listed above, Supplier will credit to DMAS the total recurring fees that would otherwise be owed by DMAS under this Contract during the month of such failure. Such credit will be issued in the month immediately following the failure. viii. Supplier shall be required to notify DMAS in writing at least sixty (60) days prior to of any planned change(s) or Update(s) to the Application; its functionality; Content storage/ backup/disaster recovery, including physical location; security architecture, features or settings; terminations and/or replacement of any Supplier subcontractor. The planned changes or Updates include any change(s) that would potentially impact the secure and efficient use of the Application, as understood and agreed to between Supplier and DMAS at Contract award. The purpose of this notice is to allow sufficient time for Supplier and DMAS to discuss any technical/functional considerations and/or changes that would require action by the Commonwealth. ix. Supplier is responsible for documenting and maintaining any customizations made for operational use of the Application and/or for interoperability use with other systems or applications used by DMAS and paid for solely by DMAS. The associated technical data, code, documentation and other necessary information about such customizations shall be provided by Supplier to DMAS within ten (10) business days of the customizations’ operational use. Suppler shall be required to routinely transfer knowledge regarding the Application and Licensed Services, including Updates and all material changes, to DMAS in a reasonable manner to ensure proper and efficient use of Application and Licensed Services without degrading performance thereof. x. Supplier agrees to work with DMAS to ensure compliance with any approved security exceptions or other identified gaps or requirements provided to DMAS in writing by DMAS. xi. In addition, and at no additional cost to DMAS, Supplier shall provide access to additional Updates, features, and functionalities of the Application as are provided by Supplier to other customers of Supplier who require functionality similar to that of the Application provided to DMAS. All such additional features and functionality, where reasonably necessary, shall be accompanied by updated Documentation, whether in hard copy format or distributed electronically via email or the Supplier website. Notwithstanding the provisions of this Section and except as agreed to in writing by DMAS and Supplier, nothing in the Contract shall oblige Supplier to undertake any modifications to the Application, and all such modifications are at Supplier’s sole discretion whether suggested by DMAS or another party. B. Ancillary Responsibilities Throughout the Contract Term, Supplier shall make available such resources, including Supplier Personnel, as are reasonably required to: (i) train designated DMAS personnel in the use of the Application; (ii) develop modifications to the Application as agreed by DMAS and Supplier in any exhibit hereto or as agreed to by Supplier and DMAS in this Contractany order or SOW issued hereunder; and (iii) otherwise support the Application as provided under this Contract and any exhibits heretohereto or as agreed in any order or SOW issued pursuant to this Contract.