Common use of Participating Entity Modifications or Additions to The Master Agreement Clause in Contracts

Participating Entity Modifications or Additions to The Master Agreement. These modifications or additions apply only to actions and relationships with a Commonwealth Purchasing Entity. Participating Entity must check one of the boxes below. [ ] No changes to the terms and conditions of the Master Agreement are required. [X] The following changes are modifying or supplementing the Master Agreement terms and conditions. 15.1 In Section 1 (Master Agreement Order of Precedence), subsection (a) is hereby deleted and replaced with: a. Any Order placed by a Purchasing Entity shall consist of the documents listed in Section 5 (Order of Precedence) of the Participating Addendum between the Commonwealth of Massachusetts and Contractor.” 15.2 In Section 13 (Indemnification), the following two paragraphs are inserted as the last two paragraphs of subsection b, subsection (2): “Notwithstanding the foregoing, at the Commonwealth’s discretion, the Office of the Attorney General may assume sole control of the defense of an indemnification claim in connection with the Commonwealth’s use of this Agreement.” “Pursuant to “Instructions for Standard Contract Form”, “Limitations of Liability”, the use of the limitation of liability language in this section has been approved for this Agreement by OSD legal staff.” 15.3 In Section 20 (Participants and Scope), subsections (b) and (c) are deleted in their entirety. The following is added after the last sentence of subsection (h): “This section does not prohibit a Purchasing Entity from using a Cloud Solution to provide services to other Commonwealth organizations if permitted by its enabling legislation.” 15.4 Section 21 (Payment) is hereby deleted and replaced with: “The payment terms of each Order or statement of work are governed by the Commonwealth’s bill payment policies as stated in Section 3 of the Commonwealth Terms and Conditions. a. In the event of Contractor’s breach of its representations or warranties under the Agreement, the Purchasing Entity may terminate the Order or statement of work giving rise to such breach after providing notice to Contractor of the breach and allowing Contractor a reasonable time period, but in any event not less than ten (10) business days) to cure the breach. If Contractor fails to cure the breach, Contractor will provide a refund of any prepaid fees, pro-rated as of the termination date. b. Contractor will notify the Purchasing Entity of any change in fees at least thirty (30) days before such change occurs. Any change in fees will not take effect until the day following the end date of the Purchasing Entity’s current term in the applicable Order or statement of work.” 15.5 In Section 22 (Data Access Controls), the first sentence is hereby deleted and replaced with: “In connection with providing the SaaS Services, and to the extent applicable to IaaS and PaaS, Contractor may have access to Purchasing Entity’s Data.” 15.6 In Section 24 (Public Information) the following is hereby added after the last sentence: “The Agreement, together with all documents referenced in Section 5 (Order of Precedence) of the Participating Addendum, is a public record as defined under the Commonwealth’s Public Records Law, MGL c. 66A and is therefore subject to the public’s right to access, inspect, copy or have copies provided. Any information disclosed to the Commonwealth will be subject to disclosure under MGL c. 66A.” 15.7 Section 28 (System Failure or Damage) is hereby replaced with: “In the event of a system failure or damage caused by Contractor or its SaaS Services, and to the extent applicable to its IaaS and PaaS Services, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity. 15.8 Section 29 [Reserved] is hereby replaced with:

Participating Entity Modifications or Additions to The Master Agreement. These modifications or additions apply only to actions and relationships with a Commonwealth Purchasing Entity. Participating Entity must check one of the boxes below. [ ] No changes to the terms and conditions of the Master Agreement are required. [X] The following changes are modifying or supplementing the Master Agreement terms and conditions. 15.1 In Section 1 (Master Agreement Order of Precedence), subsection (a) is hereby deleted and replaced with: a. Any Order placed by a Purchasing Entity shall consist of the documents listed in Section 5 (Order of Precedence) of the Participating Addendum between the Commonwealth of Massachusetts and Contractor.” 15.2 In Section 13 (Indemnification), the following two paragraphs are inserted as the last two paragraphs of subsection b, subsection (2): “Notwithstanding the foregoing, at the Commonwealth’s discretion, the Office of the Attorney General may assume sole control of the defense of an indemnification claim in connection with the Commonwealth’s use of this Agreement.” “Pursuant to “Instructions for Standard Contract Form”, “Limitations Limitation of Liability”, the use of the limitation of liability language in this section has been approved for this Agreement by OSD legal staff, and such Limitation of Liability as set forth in the Standard Contract form is incorporated herein.” 15.3 In Section 20 (Participants and Scope), subsections (b) and (c) are deleted in their entirety. The following is added after the last sentence of subsection (h): “This section does not prohibit a Purchasing Entity from using a Cloud Solution to provide services to other Commonwealth organizations if permitted by its enabling legislation.” 15.4 Section 21 (Payment) is hereby deleted and replaced with: “The payment terms of each Order or statement of work are governed by the Commonwealth’s bill ▇▇▇▇ payment policies as stated in Section 3 of the Commonwealth Terms and Conditions. a. In the event of Contractor’s breach of its representations or warranties under the Agreement, the Purchasing Entity may terminate the Order or statement of work giving rise to such breach after providing notice to Contractor of the upon thirty (30) days written notice, and provided that such breach is not cured within such thirty (30) days and allowing Contractor a reasonable time period, but in any event not less than ten (10) business days) to cure the breach. If Contractor fails to cure the breach, Contractor will provide a refund of any prepaid fees, pro-rated as of the termination date. b. Contractor will notify the Purchasing Entity of any change in fees at least thirty (30) days before such change occurs. Any change in fees will not take effect until the day following the end date of the Purchasing Entity’s current term in the applicable Order or statement of work.” 15.5 In Section 22 (Data Access Controls), the first sentence is hereby deleted and replaced with: “In connection with providing the SaaS Services, and to the extent applicable to IaaS and PaaS, Contractor may have access to Purchasing Entity’s Data.” 15.6 In Section 24 (Public Information) the following is hereby added after the last sentence: “The Agreement, together with all documents referenced in Section 5 (Order of Precedence) of the Participating Addendum, is a public record as defined under the Commonwealth’s Public Records Law, MGL c. 66A and is therefore subject to the public’s right to access, inspect, copy or have copies provided. Any information disclosed to the Commonwealth will be subject to disclosure under MGL c. 66A.” 15.7 Section 28 (System Failure or Damage) is hereby replaced with: “In the event of a system failure or damage caused by Contractor or its SaaS Services, and to the extent applicable to its IaaS and PaaS Services, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity. 15.8 Section 29 [Reserved] is hereby replaced with: