Common use of Solicitation Exceptions/Deviations Explanation Clause in Contracts

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Blackboard understands the intent Conditions Standard Terms and Conditions or Item of this RFP to result in an award of a Specifications listed in this proposal invitation, all such cooperative purchasing agreement deviations must be listed on this attribute, with complete therefore, if awarded the business and detailed conditions and information included or pursuant to this RFP, Blackboard attached. looks forward to negotiating mutually TIPS will consider any deviations in its proposal award agreeable terms with TIPS based decisions, and TIPS reserves the right to accept or reject upon our standard cooperative any bid based upon any deviations indicated below or in purchasing agreement terms. The any attachments or inclusions. terms will outline the obligations In the absence of any deviation entry on this attribute, the between TIPS and Blackboard such proposer assures TIPS of their full compliance with the as pricing, administrative fees (if Standard Terms and Conditions, Item Specifications, and any), and the process by which a all other information contained in this Solicitation. member procures the relevant product/service. When a member of TIPS wishes to procure Blackboard’s products/services via this RFP award, it will be a direct agreement between Blackboard and the member based upon Blackboard’s standard licensing terms. However, if TIPS desires to negotiate standard licensing terms on behalf of their members, then such terms would be based on the following xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/black which are material to the use of the Blackboard product/services. 79 Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor No Agreement?

Solicitation Exceptions/Deviations Explanation. 2 If the bidder intends to deviate from the General Blackboard understands the intent Conditions Standard Terms and Conditions or Item of this RFP to result in an award of a Specifications listed in this proposal invitation, all such cooperative purchasing agreement deviations must be listed on this attribute, with complete therefore, if awarded the business and detailed conditions and information included or pursuant to this RFP, Blackboard attached. looks forward to negotiating mutually TIPS will consider any deviations in its proposal award agreeable terms with TIPS based decisions, and TIPS reserves the right to accept or reject upon our standard cooperative any bid based upon any deviations indicated below or in purchasing agreement terms. The any attachments or inclusions. terms will outline the obligations In the absence of any deviation entry on this attribute, the between TIPS and Blackboard such proposer assures TIPS of their full compliance with the as pricing, administrative fees (if Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Blackboard understands the intent of this RFP to result in an award of a cooperative purchasing agreement therefore, if awarded the business pursuant to this RFP, Blackboard looks forward to negotiating mutually agreeable terms with The Interlocal Purchasing System (“TIPS”) based upon our standard cooperative purchasing agreement terms. The terms will outline the obligations between TIPS and Blackboard such as pricing, administrative fees (if any), and the process by which a all other information contained in this Solicitation. member procures the relevant product/service. When a member of TIPS wishes to procure Blackboard’s 's products/services via this RFP award, it will be a direct agreement between Blackboard and the member based upon Blackboard’s 's standard licensing terms. However, if TIPS desires to negotiate standard licensing terms on behalf of their members, then such terms would be based on the following xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/black xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/blackboard-new-master-agreement-all-products.aspx which are material to the use of the Blackboard product/services. 79 Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor No Agreement?Competitive Procurement Solicitation Document:

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Blackboard understands the intent Conditions Standard Terms and Conditions or Item of this RFP to result in an award of a Specifications listed in this proposal invitation, all such cooperative purchasing agreement deviations must be listed on this attribute, with complete therefore, if awarded the business and detailed conditions and information included or pursuant to this RFP, Blackboard attached. looks forward to negotiating mutually TIPS will consider any deviations in its proposal award agreeable terms with TIPS based decisions, and TIPS reserves the right to accept or reject upon our standard cooperative any bid based upon any deviations indicated below or in purchasing agreement terms. The any attachments or inclusions. terms will outline the obligations In the absence of any deviation entry on this attribute, the between TIPS and Blackboard such proposer assures TIPS of their full compliance with the as pricing, administrative fees (if Standard Terms and Conditions, Item Specifications, and any), and the process by which a all other information contained in this Solicitation. member procures Illuminate understands and acknowledges that the relevant product/serviceterms of the final agreement are subject to further negotiations between the Customer and Illuminate in the event that the Customer proposes to award a contract to Illuminate pursuant to the RFP. When a member of Any products and associated support and services provided by Illuminate to TIPS wishes to procure Blackboard’s products/services via Members under this RFP awardshall be governed by the terms and conditions of Illuminate’s then-current Master Subscription Licenses and Services Agreement (MSA) with any accompanying schedules and policies applicable to the offering. Illuminate’s MSA has been drafted specifically for use with Illuminate products and services, it will be a direct and as such, is best suited to operate as the agreement with Customer, and between Blackboard TIPS Members and the member based upon Blackboard’s standard licensing termsIlluminate. However, if TIPS desires Illuminate is willing to negotiate modifications and/or additions (either from Customer’s RFP or to address any other Customer concerns) to its standard licensing terms on behalf of their membersMSA and any schedules and policies, then such terms would be based on the following xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/black which are material to the use of the Blackboard product/servicesafter discussions and negotiation with Customer. 79 The current Illuminate MSA is attached for review. Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor No Agreement?

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Blackboard understands the intent Conditions Standard Terms and Conditions or Item of this RFP to result in an award of a Specifications listed in this proposal invitation, all such cooperative purchasing agreement deviations must be listed on this attribute, with complete therefore, if awarded the business and detailed conditions and information included or pursuant to this RFP, Blackboard attached. looks forward to negotiating mutually TIPS will consider any deviations in its proposal award agreeable terms with TIPS based decisions, and TIPS reserves the right to accept or reject upon our standard cooperative any bid based upon any deviations indicated below or in purchasing agreement terms. The any attachments or inclusions. terms will outline the obligations In the absence of any deviation entry on this attribute, the between TIPS and Blackboard such proposer assures TIPS of their full compliance with the as pricing, administrative fees (if Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Blackboard understands the intent of this RFP to result in an award of a cooperative purchasing agreement therefore, if awarded the business pursuant to this RFP, Blackboard looks forward to negotiating mutually agreeable terms with The Interlocal Purchasing System (“TIPS”) based upon our standard cooperative purchasing agreement terms. The terms will outline the obligations between TIPS and Blackboard such as pricing, administrative fees (if any), and the process by which a all other information contained in this Solicitation. member procures the relevant product/service. When a member of TIPS wishes to procure Blackboard’s products/services via this RFP award, it will be a direct agreement between Blackboard and the member based upon Blackboard’s standard licensing terms. However, if TIPS desires to negotiate standard licensing terms on behalf of their members, then such terms would be based on the following xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/black xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/blackboard-new-master-agreement-all-products.aspx which are material to the use of the Blackboard product/services. 79 Competitive Procurement Solicitation Document: Termination. For sake of clarity, such termination shall not result in a termination of any agreements, purchase orders, or other Blackboard End-User Documentation between Blackboard and any TIPs member (“Customer”). Notice of Confidentiality of Proposed Information. For purposes of clarification, Blackboard’s pricing, pricing methodology, and technical specifications are confidential and proprietary and are protected under trade secrets, commercial, and financial information. Blackboard respectfully requests that such information and ideas not be disclosed unless required by State of Texas law. Vendor Agreement Blackboard understands the intent of this RFP to result in an award of a cooperative purchasing agreement therefore, if awarded the business pursuant to this RFP, Blackboard looks forward to negotiating mutually agreeable terms with TIPS based upon our standard cooperative purchasing agreement terms. The terms will outline the obligations between TIPS and Blackboard such as pricing, administrative fees (if any), and the process by which a member procures the relevant product/service. When a member of TIPS wishes to procure Blackboard’s products/services via this RFP award, it will be a direct agreement between Blackboard and the member based upon Blackboard’s standard licensing terms. However, if TIPS desires to also negotiate standard licensing terms on behalf of their members, then such terms would be based on the following xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/blackboard-new-master-agreement-all-products.aspx which are material to the use of the Blackboard product/services. Warranty (If applicable) We warrant that (a) the Software or SaaS Services licensed to you will not contain any Software Errors (as defined below) for one year from delivery of the Software or for the term of the SaaS Services, respectively; (b) we will perform Professional Services and Hosting Services in a professional manner in accordance with industry standards. Please see our attached Comments and Clarifications for our full requested terms. Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor No Agreement?

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Blackboard understands the intent Conditions Standard Terms and Conditions or Item of this RFP to result in an award of a Specifications listed li sted in this proposal invitation, all such cooperative purchasing agreement deviations must be listed on this attribute, with complete therefore, if awarded the business and detailed conditions conditi ons and information included or pursuant to this RFP, Blackboard attached. looks forward to negotiating mutually TIPS will consider any deviations in its proposal award agreeable terms with TIPS based decisions, and TIPS reserves the right to accept or reject upon our standard cooperative any bid based upon any deviations indicated below or in purchasing agreement terms. The any attachments or inclusions. terms will outline the obligations In the absence of any deviation entry on this attribute, the between TIPS and Blackboard such proposer assures TIPS of their full compliance with the as pricing, administrative fees (if Standard St andard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Blackboard understands the intent of this RFP to result in an award of a cooperative purchasing agreement theref ore, if awarded the business pursuant to this RFP, Blackboard looks forward to negotiating mutually agreeable ter ms with TIPS based upon our standard cooperative purchasing agreement terms. The terms will outline the obligati ons between TIPS and Blackboard such as pricing, administrative fees (if any), and the process by which a all other information contained in this Solicitation. member membe r procures the relevant product/service. When a member of TIPS wishes to procure Blackboard’s products/services service s via this RFP award, it will be a direct agreement between Blackboard and the member based upon Blackboard’s standard licensing terms. However, if TIPS desires to also negotiate standard licensing terms on behalf of their membersme mbers, then such terms would be based on the following xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/black xxxx://xxxxxxxxxx.xxxxxxxxxx.xxx/bbinc/blackboard-new- master-agreement-all-products.aspx which are material to the use of the Blackboard product/services. 79 Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor No Agreement?