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					  Information Technology Division
  ONE ASHBURTON PLACE BOSTON MA, 02108




Tivoli Service Desk Accessibility Testing

             May 18, 2010

            ITD RFQ 10-38
                           COMMONWEALTH OF MASSACHUSETTS
                   COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                            REQUEST FOR QUOTES FOR SERVICES




Procuring Department:                        Information Technology Division

Mailing Address:                             1 Ashburton Place Boston MA 02135

Procurement Team Leader (PTL):               Tim Vaverchak

Telephone Number:                            617-626-4501

E-Mail:                                      Timothy.vaverchak@state.ma.us

RFQ File Name/Title:                         Tivoli Service Desk Accessibility Testing

RFQ File Number:                             ITD RFQ 10-38

Procurement Contact Person:                  Tim Vaverchak

Procurement Category:                        Information Technology - Related
                                             Equipment, Services & Supplies /
                                             SERVICES-All Other Not Shown or
                                             Combinations under statewide contract
                                             Assistive Technology Testing ITS34



THIS RFQ AND ALL RESPONSES HERETO INCLUDING THE WINNING BID
SHALL BECOME PUBLIC RECORD AS OF THE DATE THE CONTRACT
REFERENCED HEREIN IS AWARDED, AND CAN BE OBTAINED FROM THE
INFORMATION TECHNOLOGY DIVISION BY SENDING AN EMAIL TO
MICHELLE.BURWELL@STATE.MA.US




                                      Page 2 of 30
                           COMMONWEALTH OF MASSACHUSETTS
                   COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                            REQUEST FOR QUOTES FOR SERVICES




I.     Description of Procurement

The Information Technology Division, ITD is seeking quotes from qualified vendors on
statewide contract ITS34 that can provide testing of the accessibility features of software
and documentation to be delivered and configured by International Business Machines
Corp, IBM under a statement of work (SOW) entered by IBM and ITD in May of 2010,
a copy of which is attached hereto as Exhibit A and a license and quote between IBM
and ITD. The SOW provides an overview of the system being developed and the
expected deliverable timeframes for which ITD is seeking third party accessibility
testing.

ITD is committed to achieving meaningful accessibility for this application for all users,
including users with disabilities. The development and acquisition of software ITD
follows specific Commonwealth enterprise standards, including standards related
specifically to the accessibility features of a given system. These standards include the
ITD Enterprise Information Technology Accessibility Standards and the Web
Accessibility Standards, Version 2 (collectively the “ITD Accessibility Standards”)
issued by “ITD”, available online at http://www.mass.gov/accessibility. For purposes of
this engagement, the successful bidder must test the configured software and
documentation, both for the system in chief and for training and documentation purposes,
delivered by IBM to ITD against the ITD Accessibility Standards using the subset of the
Assistive Technology/Information Technology Environment List (the “AT/IT
Environment List”) highlighted in yellow and flagged with an asterisk (*) in Exhibit B
hereto.

II.    Scope of work and deliverables


IBM will submit the required deliverables (including configured software and
documentation) specified in the attached Exhibit A SOW to the ITD Project Manager for
approval and acceptance. ITD will then provide a link those deliverables to the successful
bidder. Within five (5) working days of receipt of each deliverable, successful bidder
will test and review the work product of the deliverable and evaluate whether the
deliverable has clearly met in all material respects the ITD Accessibility Standards.
Within that timeframe, the successful bidder will also submit a written report
documenting the findings of the assessment. All access to IBM systems will be provided
through the Commonwealth’s network and will require testers to be on site.

If after the first round of testing of a deliverable or any subsequent round of testing, if
ITD rejects IBM’S deliverable due to accessibility defects, ITD may require IBM, upon
receipt of such rejection, to engage in one or more activities designed to increase
accessibility, including without limitation the following: correct the specified defects,
identify a workaround, describe how correction of such defect fits into their roadmap for
future product development, or suggest an accommodation for disabled users. If revision


                                        Page 3 of 30
                           COMMONWEALTH OF MASSACHUSETTS
                   COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                            REQUEST FOR QUOTES FOR SERVICES



of an IBM deliverable is required ITD will then forward to the successful bidder under
this RFQ IBM's updated deliverable. The successful bidder will then have three (3)
business days from receipt of the updated deliverable to (1) test and review the work
product to evaluate whether the deliverable has clearly met in all material respects the
ITD Accessibility Standards, and (2) submit an updated written report documenting the
findings of the subsequent assessment.

The successful Bidder will document the findings resulting from its testing and deliver
such findings to ITD. The documentation regarding the findings must include relevant
screenshots and reference pertinent sections of the ITD Accessibility Standards in its
discussion of the following elements (1) an overview of accessibility features that are
currently incorporated into the deliverable and (2) specific elements that are not in
compliance with the ITD Accessibility Standards, with recommendations for
remediation, mitigation, workarounds or accommodations.

Vendor-Independent Perspective
The successful bidder is charged with independently evaluating the software delivered to
ITD to determine whether it complies with the required ITD Accessibility Standards.
The successful bidder must be independent from IBM and have the freedom to identify
any deviations from the ITD Accessibility Standards of the delivered software. IBM and
any subcontractors employed by IBM for purposes of providing software development or
related services in the attached SOW, attached hereto as Exhibit A, are not eligible to bid
on this RFQ.

VPATs.

IBM VPATs for the relevant software are attached hereto as Exhibit C. The successful
Bidder is required to review and consult such VPATs in performing its analysis.

III.   Bidder Responses

Responders must include the following information in their quotes:

 A.    A signed cover letter including agreement to all of the terms of this RFQ;
 B.    Separate (a) Business and Technical and (b) Cost Responses. The Business and
       Technical Response must not include any cost information; ITD reserves the right
       to discard bids in which the Business and Technical Response includes cost
       information.
 C.    Business and Technical Response must include:
             1. Executive Summary providing a concise summary of the Bidder’s
                 response. The Summary should be prepared in such a way that it may be
                 read independently of other detail. This section should highlight those
                 aspects of the response (other than cost) which the Proposer believes
                 makes it unique in meeting the needs of ITD;


                                        Page 4 of 30
                           COMMONWEALTH OF MASSACHUSETTS
                   COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                            REQUEST FOR QUOTES FOR SERVICES



             2. Proposed approach to how the Bidder will provide the services described
                herein, generally describing the methodology, timelines and keys to
                success. The bid must include a narrative statement of work describing
                services, knowledge and relevant experience, and approach for
                providing the deliverables described in this RFQ, based on the form of
                statement of work attached hereto as Exhibit D.
             3. A specific response to each of the items listed in section II of this RFQ.
             4. A description of all dependencies and/or assumptions made by the
                Bidder;
             5. A full description of Bidder company resources to be utilized for this
                contract including any outsourced resources (contracted non-company
                managed resources). Bidders must provide a list of staff assigned to the
                project, their roles and a copy of their resume or description of relevant
                experience, and any relevant certifications held by them.;
             6. A minimum of three (3) references for customers (either currently under
                active contract with the Bidder or previously under contracts which
                expired within the past three (3) years), that are similar in size and
                scope to ITD and for which the Bidder provided services similar to hose
                described in this RFQ. This section must include the scope and duration
                of the engagements, and the standards that were tested. Experience with
                assessments based on the Section 508 Standards or the ITD Accessibility
                Standards are preferred but not required;

D.          Cost Response must:
             1. Include both a fixed price for the engagement described in this RFQ, and
                hourly rates for Bidder resources included in its proposal, in case ITD
                decides to extend this engagement to additional work that is related to
                that described in this RFQ but beyond its scope.
             2. A not to exceed amount for any travel related costs.


IV.    Procurement Calendar and Process:

                                                 Via Email and hardcopy delivery.
Response
                                     3 PM        Hardcopy should contain one original
Package        5/28/2010
                                     EST         and one paper copy –signed, dated,
Due
                                                 and received by the deadline.

After the deadline for response submission 5/28/2010, ITD reserves the right to extend a
Best and Final Offer Opportunity to all or a selected number of responders. Responders
may be asked to submit additional information specific to project specifications and cost.

It is ITD’s intention, barring unforeseen circumstances, to make a final selection by
6/9/2010.


                                        Page 5 of 30
                          COMMONWEALTH OF MASSACHUSETTS
                  COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                           REQUEST FOR QUOTES FOR SERVICES




V.     Evaluation Criteria:

Qualified vendors and sub-contractors must be able to demonstrate technical expertise
and prior experience testing systems for compliance with accessibility standards, laws
and regulations.

       Evaluations will be based on the following:
           Best value and/or pricing
           Vendor’s methodology and deliverables
           Vendor qualifications
           Quality and completeness of written response
           Business references

VI.    Instructions for Submission of Responses:

Vendors must submit both paper and electronic versions of their response. Paper
submissions must include one (1) original Response to the RFQ marked “ORIGINAL”
and one (1) copy marked “COPY” on 8 ½” x 11” paper. The PMT requests that the
original RFQ response and copies be submitted on recycled paper. All RFQ Response
copies should be printed double-sided. The electronic copy should be submitted by email
to timothy.vaverchak@state.ma.us and Annemarie.kates@state.ma.us the subject line of
the email must read RFQ 10-38.

Responses must be submitted by mail or private carrier to:

                                     Tim Vaverchak
                                     Commonwealth of Massachusetts
                                     ITD
                                     1 Ashburton Place Room 804
                                     Boston, MA 02108

Both the email version and the hardcopy version (one original and one paper copy)
must be signed, dated, and received by the deadline of 3:00 PM EST 5/28/2010.

Delivery of the Bidder’s Response must be at the Bidder’s expense. Any damage that
may occur due to packing or shipping must be the responsibility of the Bidder.

Unnecessary samples, attachments, or documents not specifically requested in the
RFQ should not be submitted. Responders must adhere strictly to the procedures as
outlined herein. Responses to this RFQ or any parts thereof received by the


                                       Page 6 of 30
                             COMMONWEALTH OF MASSACHUSETTS
                     COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                              REQUEST FOR QUOTES FOR SERVICES



Commonwealth after the required date and time will be rejected as unresponsive to
the RFQ. Delivery of responses to any office or location other than the address
listed in this section will NOT constitute receipt by the Commonwealth. It is the sole
responsibility of the Responder to ensure that responses are received at the proper
location, prior to the stated deadline, and that Commonwealth personnel properly
acknowledge the receipt.

VII.     Expected Duration of Contract:

Initial duration:       06/14/2010 – 06/30/2010
Renewal options:        At ITD’s discretion the contract entered under this RFQ may be
extended up through December of 2010.
Anticipated start date: 06/14/2010

VIII. Acquisition Method:

This is a fixed-rate, deliverable-based procurement. However, should ITD determine that
additional work related to the project described in this RFQ is required following the
completion of the fixed price engagement described herein, it reserves the right to hire
the successful Bidder at the hourly rates included in its bid to complete additional work
related to that engagement.

IX.      Required Forms:

      Business Reference Form
      Bidders must submit three (3) references.

X.       General Information:

A.       Bid/Response Rejection: The department reserves the right to reject any or all
bids (responses), in whole or in part and for any reason deemed necessary. Bidders who
fail to check for amended RFQs and submit inadequate or incorrect responses. Bidders
are advised to check the "last change” field on the summary page of RFQs for which they
intend to submit a response to ensure that they have the most recent RFQ files. Bidders
may not alter (manually or electronically) the RFQ language or any RFQ component
files. Modifications to the body of the RFQ, specifications, terms and conditions, or
which change the intent of this RFQ are prohibited and may disqualify a response. ITD
reserves the right not to enter any agreement under this RFQ.
B.       Contract Amendments: The department reserves the right to amend this
contract. The department may negotiate changes to the original performance measures,
reporting requirements or payment methodologies tied to performance at any time during
the contract duration if they are consistent with the specifications of this RFQ. The
department reserves the right to negotiate and execute contract amendments with the
contractor(s) in which the department determines as necessary to result in the intent of


                                         Page 7 of 30
                            COMMONWEALTH OF MASSACHUSETTS
                    COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                             REQUEST FOR QUOTES FOR SERVICES



this RFQ, to amend the specifications for necessary requirements, or to result in a better
valued contract. Negotiation would be with the successful contractor(s) of this RFQ.
Amendments may include, but are not limited to, contract dollars, contract performance,
increased or decreased obligations, scope of work, quantity, etc

C.      Normal Service Work Hours: associated with this contract are as follows:
(unless otherwise accepted and negotiated with successful bidder/contractor)
Normal Business Hrs          Mon through Fri               7AM until 5PM
Non-Business Hrs             Mon through Fri               5PM until 7AM
Holidays                     Full Days
Weekends                     Saturday and Sunday Full Day

D.      Contract: The Contract will consist of, in order of importance, the
Commonwealth Terms and Conditions, the Standard Contract Form, RFR ITS34, the
vendor’s response thereto, this RFQ, the vendor’s response thereto, and any Statement of
Work negotiated by the parties.
In the event of a conflict in language between any of the above-mentioned documents,
the provisions and requirements set forth or referenced in the Commonwealth Terms and
Conditions and this RFQ, with any and all amendments, shall govern. In the event that
an issue is addressed in the Response that is not addressed in the RFQ, no conflict in
language shall be deemed to occur.


                        Response Check List
                         Business References
                         Proposed Statement of Work responding to all
                         requirements
                         Staff
                         Pricing

E.     Evaluation Criteria: The responses to this Request for Response will be
evaluated based on the criteria listed below. The criteria are listed in descending order of
importance with the most important criteria in each section listed first. Business and
Technical elements will be scored separately from Cost. Cost will be weighed equally
with business and technical elements.

 A.      Cost

      Each bidder will be assigned points based on the estimated ratio of its total fixed
      price to the lowest total price with the lowest total price receiving the maximum
      points in this category.



                                          Page 8 of 30
                           COMMONWEALTH OF MASSACHUSETTS
                   COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                            REQUEST FOR QUOTES FOR SERVICES




B.      Business and Technical

         1. The bidder’s proposed approach to meeting the RFQ specifications
            including, without limitation, clarity, comprehensiveness, relevance, and
            accuracy.
         2. The bidder’s previous experience providing similar assistance testing
            applications for accessibility.
         3. The bidder’s proposed staff qualifications and capabilities
         4. Availability of the bidder’s resources



     F. Duration of Bids. Bids will be considered valid for a minimum of ninety (90)
     calendar days.

     G. Public Record. No references to the confidentiality of bid submissions will be
     honored; all bids submitted will be public record.

     H. All-inclusive costs. The cost proposal must be all-inclusive and include all travel
     and expenses. ITD will not pay any costs not included in cost proposal.




                                        Page 9 of 30
                              COMMONWEALTH OF MASSACHUSETTS
                      COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                               REQUEST FOR QUOTES FOR SERVICES



                                          Exhibit A

Negotiated Statement of Work:



  2010 CoMA SVC
Master Agreement 0427 v3.doc



Software to be installed as part of the Statement of Work:

       IBM TIVOLI SERVICE REQUEST MANAGER
       IBM TIVOLI CHANGE AND CONFIGURATION MANAGEMENT
        DATABASE
       IBM TIVOLI SERVICE PROVIDER

The software above will be installed and configured for the following ITIL Processes:
    Incident Management,
    Request Fulfillment, and
    Change Management.

All accessibility testing will be completed for the three ITIL processes indicated above,
including configured software and documentation. Software and documentation include
without limitation that related to training. The documentation is expected to include a
process guide for each process in Microsoft Word, a procedures guide for each process in
Microsoft Word, Training Materials in Microsoft PowerPoint and a computer-based
Training module.

ITD estimates the number of screens for these processes to be around 100, based on
preliminary information provided by IBM. For an idea of the look and feel of the
application, please review the attached screen-captures:



Service Desk Screen
     Shots.doc




                                           Page 10 of 30
                          COMMONWEALTH OF MASSACHUSETTS
                  COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                           REQUEST FOR QUOTES FOR SERVICES



    Exhibit B: Selections from AT/IT Environment List; Selected
     Portions Highlighted in Yellow



IT Acquisition Accessibility Compliance Program
Generic Assistive Technology and Information Technology (AT/IT) Environment List
Version 1.2

This Generic Assistive Technology and Information Technology Environment List is
intended for ITS23 vendors, the ITD Accessibility Technology Lab staff, and third party
accessibility testers. All ITS23 vendors, ITD Assistive Technology Lab staff, and third
party testers are subject to the following rules. Testers are only required to:
              (1) Test contract deliverables against the most current versions of the
              operating systems, GUI desktops, applications, browsers, and assistive
              technology listed below, unless otherwise indicated in the RFR or RFQ
              by the procuring agency. Prior versions are referenced only to enable the
              vendor to anticipate potential user problems.
              (2) Test the portion of contract deliverables that constitute administrator
              or end user interfaces (prototype or final), rather than back end system
              elements, against the operating systems, GUI desktops, applications,
              browsers, and assistive technology listed below and
              (3) Test contract deliverables against the most current version of the
              GUI desktops and applications listed below. This requirement only
              applies if an interaction between the IT system being delivered and the
              user’s implementation of such desktops and/or applications is a required
              feature of such system.


Update: September 10, 2009 – The Generic Assistive Technology and Information
Technology Environment List has been updated to reflect the most recent versions of the
software included on the list.

Update: April 23, 2010 – The Generic Assistive Technology and Information
Technology Environment List has been updated to reflect the most recent versions of the
software included on the list.




                                         Page 11 of 30
Commonly Supported Operating Systems
Operating System      GUI Desktops   Range Of Supported Versions           Vendor      Vendor Website
Apple Macintosh       Macintosh /    OS 9 - OSX 10.6 (Snow Leopard)        Apple       http://www.apple.com/macosx/
                      X-Windows


* Microsoft Windows   * Windows      Windows XP - Windows 7                Microsoft   http://www.microsoft.com/windows/


Linux - Red Hat       KDE, GNOME,    9.0 - Enterprise Linux V5 / Desktop   Redhat      https://www.redhat.com/rhel/desktop/
                      XGL/Compiz
Linux - SuSE          KDE, GNOME,    SUSE 9 - Enterprise Desktop 10        Novell      http://www.novell.com/linux/
                      XGL/Compiz
                                              COMMONWEALTH OF MASSACHUSETTS
                                      COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                                               REQUEST FOR QUOTES FOR SERVICES



Common Desktop Applications by Operating System
Type            Application     Versions       Operating      Vendor         Vendor Website
                                Supported      System
Database        MySQL           4.x - 6.x      Linux          MySQL          http://www.mysql.com/
Office Suite    Open Office     2.x - 3.x      Linux          OpenOffice.org http://www.openoffice.org/
PDF Documents Adobe Reader      7.x - 9.x      Linux          Adobe          http://www.adobe.com/products/reader/
Web Browser     FireFox         2.x - 3.x      Linux          Mozilla        http://www.mozilla.com/en-US/firefox/


Database        FileMaker       7.x - 8.x      Macintosh      Apple          http://www.filemaker.com/
Office Suite    Microsoft Office 2004 - 2008   Macintosh      Microsoft      http://www.microsoft.com/mac/products/Office2008/d
                                                                             efault.mspx
PDF Documents Adobe Reader      7.x - 9.x      Macintosh      Adobe          http://www.adobe.com/products/reader/
Web Browser   FireFox           2.x - 3.x      Macintosh      Mozilla        http://www.mozilla.com/en-US/firefox/


Database        Microsoft       2003 - 2007    Windows        Microsoft      www.microsoft.com/access
                Access
Office Suite    Microsoft Office 2003 - 2007   Windows        Microsoft      www.microsoft.com/office
PDF Documents Adobe Reader      7.x - 9.x      Windows        Adobe          http://www.adobe.com/products/reader/
* Web Browser   * Internet      6.x - 8.x      Windows        Microsoft      http://www.microsoft.com/ie/
                Explorer
* Web Browser   * FireFox       2.x - 3.x      Windows        Mozilla        http://www.mozilla.com/en-US/firefox/




                                                           Page 13 of 30
                                                 COMMONWEALTH OF MASSACHUSETTS
                                         COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                                                  REQUEST FOR QUOTES FOR SERVICES



Commonly Encountered Independent Assistive Technologies
Type               Assistive          Versions Operating Vendor              Vendor Website
                   Technology         Supported System
Braille Translation Duxbury Braille   10.5 - 10.7 Windows      Duxbury       www.duxburysystems.com/dbt.asp
and Embossing       Translator                                 Systems
* Screen Reader * JAWS for            8.0 – 11.0   Windows     Freedom       http://www.freedomscientific.com/products/fs/jaws-
                    Windows                                    Scientific    product-page.asp
Screen Reader      Window-Eyes        6.1 – 7.11   Windows     GW Micro      www.gwmicro.com
* Screen           * ZoomText         9.0 - 9.18   Windows     AI Squared    http://www.aisquared.com/zoomtext/
Magnification
Screen             MAGic              10.0 - 11.0 Windows      Freedom       http://www.freedomscientific.com/fs_products/software_
Magnification                                                  Scientific    magic.asp
* Voice            * Dragon           9.0 - 10.1   Windows     Nuance        http://www.nuance.com/naturallyspeaking/
Recognition        Naturally
                   Speaking
                   Professional




                                                             Page 14 of 30
  Exhibit C
 IBM VPATs



VPAT for TAMIT.pdf




VPAT for TSRM.pdf




VPAT for CCMDB.pdf
                           COMMONWEALTH OF MASSACHUSETTS
                   COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                            REQUEST FOR QUOTES FOR SERVICES



                                       Exhibit D


                                  STATEMENT OF WORK
                                       BETWEEN
                                  THE [NAME AGENCY]
                                         AND
                                 [NAME ITS34 VENDOR]
                                       FOR THE
                                    [NAME PROJECT]

INTRODUCTION
The following document will serve as a statement of work (SOW) between the [Agency
Name] ([Agency Abbreviation]) [of the [Name Parent Agency] and [Vendor Name]
([Vendor Abbreviation]) to apply to work on the [Name of System to be
Developed]([Abbreviated System Name]). Work effort under this SOW will be limited
to service activities relating to the implementation of [Abbreviated System Name] in the
Commonwealth of Massachusetts. The entire agreement between the parties (the
“Agreement”) consists of the following documents in the following order of precedence:
(1) the Commonwealth’s Standard Form Contract; (2) the Standard Terms and
Conditions; (3) RFR ITS34; (4) [Vendor Abbreviation]’s response thereto; (5) RFQ
[name and date RFQ] and (6) [Vendor Abbreviation]’s response thereto and this SOW.

OVERVIEW, EFFECTIVE DATE AND TERM
[Provide overview of project]

This SOW shall become effective on the date on which it is executed by both parties and
shall terminate on [termination date]. Notwithstanding the foregoing, sections [choose
sections that will survive termination] shall survive the termination of the remainder of this
SOW.

The term of this agreement shall be ___ [months or days] commencing on ____ and ending
on ____, 200_.

SINGLE POINT OF CONTACT
[Vendor Abbreviation] and [Agency Abbreviation] will each assign a single point of
contact with respect to this SOW. It is anticipated that the contact person will not change
during the period the SOW is in force. In the event that a change is necessary, the party
requesting the change will provide prompt written notice to the other. In the event a
change occurs because of a non-emergency, two-week written notice is required. For a
change resulting from an emergency, prompt notice is required. [Vendor Abbreviation]’s
contact person is [Vendor Contact Name and Title], who can be reached at [Vendor
Contact Address, phone number(s), eMail].




                                       Page 16 of 30
                           COMMONWEALTH OF MASSACHUSETTS
                   COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                            REQUEST FOR QUOTES FOR SERVICES



[Agency Abbreviation]’s contact is [Agency Contract Name and Title] who can be
reached at [Agency Contact Address, phone number(s), email].

SYSTEM SECURITY
As part of its work effort, [Vendor Abbreviation] will be required to use Commonwealth
data and IT resources in order to fulfill part of its specified tasks. For purposes of this
work effort, “Commonwealth Data” shall mean data provided by the [Agency
Abbreviation] to [Vendor Abbreviation], which may physically reside at a
Commonwealth or [Agency Abbreviation] or [Vendor Abbreviation] location. In
connection with such data, [Vendor Abbreviation] will implement commercially
reasonable safeguards necessary to:

   Prevent unauthorized access to Commonwealth Data from any public or private
    network
   Prevent unauthorized physical access to any information technology resources
    involved in the development effort and
   Prevent interception and manipulation of data during transmission to and from any
    servers.
[Vendor Abbreviation] will notify the Commonwealth immediately if any breaches to the
system occur.

ACCEPTANCE OR REJECTION PROCESS
 [Vendor Abbreviation] will submit the required deliverables specified in this SOW to the
[Agency Abbreviation] Project Manager for approval and acceptance. [Agency
Abbreviation] will review work product for each of the deliverables and evaluate whether
each deliverable has clearly met in all material respects the criteria established in this
agreement and the relevant Task Order specifications. Once reviewed and favorably
evaluated, the deliverables will be deemed acceptable.
Within ten (10) working days of receipt of each deliverable, the [Agency Abbreviation]
Project Manager will notify [Vendor Abbreviation], in writing, of the acceptance or
rejection of said deliverable using the acceptance criteria specified in this section. A form
signed by [Agency Abbreviation] shall indicate acceptance. [Vendor Abbreviation] shall
acknowledge receipt of acceptance forms in writing. Any rejection will include a written
description of the defects of the deliverable.
[Vendor Abbreviation] will, upon receipt of such rejection, act diligently to correct the
specified defects and deliver an updated version of the deliverable to the Commonwealth.
[Agency Abbreviation] will then have an additional 5 (five) business days from receipt of
the updated deliverable to notify [Vendor Abbreviation], in writing, of the acceptance or
rejection of the updated deliverable. Any such rejections will include a description of the
way in which the updated deliverable fails to correct the previously reported deficiency.
Failure of [Agency Abbreviation] to reject a deliverable within the above specified
notification periods will constitute acceptance by the Commonwealth of said deliverable.
Following any acceptance of a deliverable which requires additional work to be entirely


                                        Page 17 of 30
                           COMMONWEALTH OF MASSACHUSETTS
                   COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                            REQUEST FOR QUOTES FOR SERVICES



compliant with the pertinent specifications, and until the next delivery, [Vendor
Abbreviation] will use reasonable efforts to provide a prompt correction or workaround.

PROJECT MANAGEMENT

Project Managers

[Agency Abbreviation] Project Manager
Project management of this engagement will be performed by [Agency Abbreviation].
The [Agency Abbreviation]’s project manager will:


   Work closely with the [Vendor Abbreviation] Project Manager to ensure successful
    completion of the project.
   Consult with the [Vendor Abbreviation] Project Manager to develop the Project
    Management Plan.
   Review weekly status reports and schedule weekly meetings with [Vendor
    Abbreviation], as necessary.
   Coordinate participation from [name other agencies and/or vendors] as required
    during the engagement.
   Acquire [Agency Abbreviation] project team members as needed.
   Coordinate [Agency Abbreviation]’s review of the deliverables and sign an
    acceptance form to signify acceptance for each accepted deliverable.
[Agency Abbreviation]’s Project Manager reports to [name and title], who reports to
[name and title][repeat this phrase until last named individual is agency head].
[Agency Project Manager Name, Agency Project Manager Title] will work directly with
the [Vendor Abbreviation]’s Project Manager. [Name individual, with title] will sign this
SOW and all amendments hereto on behalf of [Agency Abbreviation].


Vendor Project Manager
The [Vendor Abbreviation] Project Manager will:
   Serve as an interface between the Commonwealth Project Manager and all [Vendor
    Abbreviation] personnel participating in this engagement.
   Develop and maintain the Project Management Plan, in consultation with the [Agency
    Abbreviation] Project Manager.
   Facilitate regular communication with the [Agency Abbreviation] Project Manager,
    including weekly status reports/updates, and review the project performance against
    the project plan.
   Facilitate weekly project status meetings for the duration of the engagement.


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    Update the project plan on a weekly basis and distribute at weekly meetings for the
     duration of the engagement.
    Sign acceptance forms to acknowledge their receipt from [Agency Abbreviation].
    Be responsible for the management and deployment of [Vendor Abbreviation]
     personnel.
     [Vendor Abbreviation]’s Project Manager reports to _____, who reports to_____
     [repeat until reaching engagement partner or equivalent]. [Name and title], being an
     authorized signatory named in the [Vendor Abbreviation]’s response to ITS34, will
     sign this SOW and all amendments thereto on behalf of [Vendor Abbreviation].

Issue Resolution
The project managers from each organization bear the primary responsibility for ensuring
issue resolution. If they mutually agree that they are unable to resolve an issue, they are
responsible for escalating the issue to [name and title of respective persons at agency and
vendor].

Changes in Task Order Scope of Work
The project manager who would like to request a change in scope for this engagement will provide the suggested change in writing to
the other team’s project manager. The project managers will jointly determine whether the change impacts the schedule. The parties
can mutually agree to the change through a written amendment to this SOW.


Key Personnel
[Vendor Abbreviation] agrees to provide the following personnel for the following
amounts of time for the duration of this project:

                                                          TABLE 1
                                                  KEY PERSONNEL


Staff Members                                Role                                         Time Commitment
                                                                                          expressed as percentage of
                                                                                          full time




 [Vendor Abbreviation] will assign all of the foregoing personnel to this engagement on
the time basis set forth in Table 1. In the event that a change is necessary, [Vendor
Project Manager] will provide prompt written notice to [Agency Project Manager] of the


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proposed change. If the personnel change is a result of a non-emergency, two-week
written notice shall be provided by [Vendor Project Manager] to [Agency Project
Manager]. For personnel changes that result from an emergency, prompt written notice
shall be provided by [Vendor Project Manager]. [Agency Project Manager] has the right
to accept or reject all personnel.

Equipment, Work Space, Office Supplies
[Agency Abbreviation] will provide [workspace, cubicles, standard office equipment, and
standard network connectivity provided to state employees] for [Vendor Abbreviation]
team members working on-site for activities defined in task orders, as required by this
SOW. [Vendor Abbreviation] will submit a list of employees who will need access to the
building and to state systems as required for execution of this SOW. Any [Vendor
Abbreviation] employees who have access to IT resources must comply with the
“Acceptable Use Policy” (see www.mass.gov/itd) or any alternative Acceptable Use
Policy adopted by the [Agency abbreviation].

Related Project Knowledge
In addition to the “Statewide Contract IT Specifications” and all other terms of ITS34,
[Vendor Abbreviation] shall, prior to commencing any other work under this SOW,
become familiar with the following documents: [here list any other material that the
vendor must master in order to perform under the contract, such as prior studies,
agreements, reports, etc.].

Intellectual Property Agreement for Vendor’s Employees, Contractors and Agents
 [Vendor Abbreviation] shall ensure that all [Vendor Abbreviation] personnel providing
services under this SOW, regardless of whether they are [Vendor Abbreviation]’s
employees, contractors, or agents, shall, prior to rendering any services under this SOW,
sign the “Intellectual Property Agreement for Vendor’s Employees, Contractors and
Agents,” which is included as one of the ITS34 documents, and return signed copies of
the same to [Agency Abbreviation]’s Project Manager prior to the delivery of any
services under this SOW.

ADDITIONAL TERMS

Definitions
The terms used in this SOW, unless defined herein, shall have the meaning ascribed to
them in the other documents that constitute the Agreement between the parties.

Code Review
[Vendor Abbreviation] shall comply with any code review policy adopted by the
Information Technology Division.

Warranty
[Vendor Abbreviation] makes the following warranties with respect to any deliverables
delivered under this SOW: (1) Vendor’s services shall be performed in a professional


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and workmanlike manner and in accordance with the specifications and description of
services as set forth in the Agreement; (2) the deliverables will substantially conform
with the deliverable descriptions set forth in this SOW; (3) all media on which [Vendor
Abbreviation] provides any software under this Agreement shall be free from defects; and
(4) all software delivered by [Vendor Abbreviation] under this Agreement shall be free of
Trojan horses, back doors, and other malicious code.

Title and Intellectual Property Rights
[These terms will apply if the Contractor will be developing or modifying software.
They are subject to negotiation. However, the approval of the General Counsel for ITD is
required for any changes to these terms.]

Definition of Property

The intellectual property required by [Vendor Abbreviation] to develop, test, and install
the [name product to be developed] (hereinafter the "Property") may consist of computer
programs (in object and source code form), scripts, data, documentation, the audio, visual
and audiovisual content related to the layout and graphic presentation of the [name
product to be developed], text, photographs, video, pictures, animation, sound recordings,
training materials, images, techniques, methods, algorithms, program images, text visible
on the Internet, HTML code and images, illustrations, graphics, pages, storyboards,
writings, drawings, sketches, models, samples, data, other technical or business
information, and other works of authorship fixed in any tangible medium.

Source of Property

The development of the [name product to be developed] will involve intellectual property
derived from four different sources: (1) third party software contractors such as . . .[this
provision may not apply to all contracts]; (2) that developed by [Vendor Abbreviation]
for the open market (i.e. [Vendor Abbreviation]’s commercial off the shelf software); (3)
that developed by [Vendor Abbreviation] for other individual clients, or for internal
purposes prior to the Effective Date of this Statement of Work and not delivered to any
other client of [Vendor Abbreviation]’s; and (4) developed by [Vendor Abbreviation]
specifically for the purposes of fulfilling its obligations to [Agency Abbreviation] under
the terms of this Statement of Work and all other documents listed in Section 1 of this
Statement of Work. Ownership of the first and second categories of intellectual property
is addressed in separate agreements between [Agency Abbreviation] and the contractors
and resellers of such software. This section of the Statement of Work addresses
exclusively ownership rights in the third and fourth categories of intellectual property.

Contractor Property and License
[Vendor Abbreviation] will retain all right, title and interest in and to all Property
developed by it, i) for clients other than the Commonwealth, and ii) for internal purposes
and not yet delivered to any client, including all copyright, patent, trade secret, trademark
and other intellectual property rights created by [Vendor Abbreviation] in connection



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with such work (hereinafter the "Contractor Property"). [Agency Abbreviation]
acknowledges that its possession, installation or use of Contractor Property will not
transfer to it any title to such property.
[Agency Abbreviation] acknowledges that the Contractor Property contains or constitutes
commercially valuable and proprietary trade secrets of the Contractor, the development
of which involved the expenditure of substantial time and money and the use of skilled
development experts. [Agency Abbreviation] acknowledges that the Contractor Property
is being disclosed to [Agency Abbreviation] to be used only as expressly permitted under
the terms of the license described in the associated Statement of Work. [Agency
Abbreviation] will take no affirmative steps to disclose such information to third parties,
and, if required to do so under the Commonwealth¹s Public Records Law, M.G.L. c. 66, §
10, or by legal process, will promptly notify [Vendor Abbreviation] of the imminent
disclosure so that [Vendor Abbreviation] can take steps to defend itself against such
disclosure.
Except as expressly authorized in the associated Statement of Work, [Agency
Abbreviation] will not copy, modify, distribute or transfer by any means, display,
sublicense, rent, reverse engineer, decompile or disassemble the Contractor Property.
[Vendor Abbreviation] grants to [Agency Abbreviation] a fully-paid, royalty-free, non-
exclusive, non-transferable, worldwide, irrevocable, perpetual, assignable license to
make, have made, use, reproduce, distribute, modify, publicly display, publicly perform,
digitally perform, transmit and create derivative works based upon the Contractor
Property, in any media now known or hereafter known, but only to the extent reasonably
necessary for [Agency Abbreviation]’s exploitation of the deliverables to be developed.
During the term of the associated Statement of Work and immediately upon any
expiration or termination thereof for any reason, [Vendor Abbreviation] will provide to
[Agency Abbreviation] the most current copies of any Contractor Property to which
[Agency Abbreviation] has rights pursuant to the foregoing, including any related
documentation.
Notwithstanding anything contained herein to the contrary, and notwithstanding [Agency
Abbreviation]’s use of the Contractor Property under the license created herein, [Vendor
Abbreviation] shall have all the rights and incidents of ownership with respect to the
Contractor Property, including the right to use such property for any purpose whatsoever
and to grant licenses in the same to third parties.

Commonwealth Property
In conformance with the Commonwealth’s Standard Terms and Conditions, on the date
on which [Agency Abbreviation] reimburses [Vendor Abbreviation] for a deliverable
accepted by [Agency Abbreviation] under the terms of this Statement of Work, all of
[Vendor Abbreviation]’s right, title and interest in all Property developed by [Vendor
Abbreviation] under the terms of this Statement of Work solely for purposes of creating
the deliverables described in this Statement of Work shall pass to and vest in the
Commonwealth, including all copyright, patent, trade secret, trademark and other
intellectual property rights created by [Vendor Abbreviation] in connection with such


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work and any causes of action relating to or based upon such work (hereinafter the
"Commonwealth Property"). [Vendor Abbreviation] hereby assigns to the
Commonwealth, as of the date on which [Agency Abbreviation] reimburses [Vendor
Abbreviation] for such deliverables, all intellectual property rights that it may now or
hereafter possess in the Commonwealth Property related to such deliverable and all
derivative works thereof. [Vendor Abbreviation] also agrees to execute all documents
and take all actions that may be necessary to confirm such rights, including providing any
code used exclusively to develop such deliverables for [Agency Abbreviation] and the
documentation for such code. [Vendor Abbreviation] acknowledges that there are
currently and that there may be future rights that the Commonwealth may otherwise
become entitled to with respect to Commonwealth property that does not yet exist, as
well as new uses, media, means and forms of exploitation, current or future technology
yet to be developed, and that [Vendor Abbreviation] specifically intends the foregoing
ownership or rights by the Commonwealth to include all such now known or unknown
uses, media and forms of exploitation.
With respect to web site development contracts, [Agency Abbreviation] will bear sole
responsibility for registering the software or system domain name or URL, applying for
any trademark registration relating to the software or system domain name or URL and
applying for any copyright registration related to its copyright ownership with respect to
any Commonwealth Property.
[Vendor Abbreviation] agrees to take such actions as may be reasonably requested by
[Agency Abbreviation] to evidence the transfer of ownership of or license to intellectual
property rights described in this section.

Clearances
[Vendor Abbreviation] will represent and warrant to [Agency Abbreviation] that it has
obtained all rights, grants, assignments, conveyances, licenses, permissions and
authorizations necessary or incidental to any materials owned by third parties supplied or
specified by it for incorporation in the deliverables to be developed.

Third-party Intellectual Property
If the deliverables contain or will contain any third-party intellectual property to which
the Contractor intends to provide a sublicense, the Contractor must provide copies of all
such sublicense agreements as early in the process as possible.            The sublicense
agreements must be included in the Contractor’s initial quotation to the Contracting
Department, or, if the requirement to utilize sublicensed intellectual property is not
known at the outset of the project, as soon as the requirement becomes known.
Sublicenses to third-party intellectual property can ONLY be provided under ITS34 if
they are provided at no charge to the Commonwealth.

[Agency Abbreviation]’s Responsibilities
In addition to the tasks set forth in ”Equipment, Work Space, Office Supplies,” [Agency
Abbreviation] shall be responsible for the following [insert any additional obligations that
agency must fulfill; use this section sparingly; include responsibility for procuring


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hardware and commercial off the shelf software licenses or providing travel
reimbursement.].


High Level Project Description

 [Provide a high level description of the project, including design, coding, testing, and
technical and user documentation responsibilities and costs.]

Project Management

 [Address the vendor¹s practices and procedures for project planning, tracking, reporting
and management, including the types, frequency and contents of reports that will be
provided by the developer to the agency.]

Software Configuration Management Procedures

 [For projects involving software development or modification, address the physical
 location of software during development, and the contractor¹s procedures for controlling
 access and updates.]

Software Escrow
[Address software escrow if applicable. If the Commonwealth will own the code,
software escrow is not needed unless the code will be shared by multiple agencies.]


Performance Bond
Agencies should weigh the use of Performance Bonds for larger projects.


[VENDOR ABBREVIATION] TASKS AND DELIVERABLES
This section describes the tasks and deliverables that [Vendor Abbreviation] will provide
to [Agency Abbreviation] and the tasks that [Vendor Abbreviation] will complete by the
end of the engagement described in this SOW. Deliverables will be considered
“complete” when all the acceptance criteria set forth in this SOW have been met or the
prescribed review period for each deliverable or task has expired without written
response from [Agency Abbreviation]. The task/deliverable numbers are referred to in
subsequent sections throughout this SOW.

All written documents shall be delivered in machine-readable format, capable of being
completely and accurately reproduced by computer software on a laser printer. All
itemized and/or annotated lists shall be delivered in computer spreadsheets, capable of
being imported to Microsoft Excel 2000 [or name alternative desktop software used by
agency]. All meetings shall be held in ______ unless agreed to otherwise by the Project
Managers. Meetings must be scheduled at least three full business days in advance, with


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                    COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
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reasonable accommodation of attendees’ schedules. All meeting results will be described
in a follow-up report generated by the [Vendor Abbreviation] project manager and
approved by the [Agency Abbreviation] project manager.

Deliverables and Tasks

                                           TABLE 2
                                    Deliverables and Tasks

Deliverable or Task                           Description and Metrics of Acceptance
1.1                                           [For each deliverable or task, describe
                                              deliverable and list metrics for acceptance]
1.2




Table 3 below shows the dates on which tasks and deliverables set forth in Table 2 must
be delivered to [Agency Abbreviation]



Milestones
                                            TABLE 3
                                    Delivery Milestones

Deliverable    or     Task Deliverable or Task         Delivery Date
Number                     Name
1.1



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1.2


Payment Terms
[Vendor Abbreviation] agrees to invoice the Commonwealth for the deliverables or work
completed per the requirements set forth in the appropriate Task Order. ITD will make
payments to [Vendor Abbreviation] only after receiving an accurate invoice for
deliverables completed and accepted pursuant to Section VI of this SOW. Payments for
specific tasks and deliverables shall be made in accordance with Table 4 below.

Deliverable or Task Number Deliverable or Task Name           Milestone Payment

1.1

1.2




Payments will be made in accordance with the Commonwealth's bill paying policy.
A deliverable or task will be considered “completed” when [Agency Abbreviation] has
determined that the acceptance criteria for that specific deliverable or task have been met
as specified in Table 2 of this SOW.

MAINTENANCE
[Address maintenance to be provided by vendor, if any, and cost thereof]


The undersigned hereby represent that they are duly authorized to execute this SOW on
behalf of their respective organizations.



[Agency Name]                                    [Vendor Name]



[Agency Signatory and Title]                     [Vendor Signatory and Title]

Date                                             Date




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                        COMMONWEALTH OF MASSACHUSETTS
                COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
                         REQUEST FOR QUOTES FOR SERVICES



                             ATTACHMENT 1
   Intellectual Property Agreement for Contractor’s Employees,
                      Consultants and Agents

   Confidentiality, Assignment of Inventions and Representation of
       Non-Infringement Agreement; Other Representations


The undersigned hereby acknowledges that he or she is an employee or consultant
to of the following contractor of the Commonwealth of Massachusetts:

Name of Contractor: ________________________ (“Contractor”)

and desires to be assigned by the Contractor to perform services for the
Commonwealth, and that the Contractor desires to assign you to perform services
on one or more projects for the Commonwealth, but only under the condition that
you sign this Agreement and agree to be bound by all of its terms and conditions.

NOW THEREFORE, in consideration of your assignment to work for the
Commonwealth, the access you have to the confidential information of the
Commonwealth, and for other good and valuable consideration, the parties agree
as follows:

1. Confidentiality of the Commonwealth’s Materials. You agree that both during
   your assignment at the Commonwealth and thereafter you will not use for
   your own benefit, divulge or disclose to anyone except to persons within the
   Commonwealth whose positions require them to know it, any information not
   already lawfully available to the public concerning the Commonwealth
   (“Confidential Information”), including but not limited to information
   regarding any web site of the Commonwealth, any e-commerce products or
   services, any web development strategy, any financial information or any
   information regarding users of or vendors to the Commonwealth’s web sites.
   Confidential Information also includes, without limitation, any technical data,
   design, pattern, formula, computer program, source code, object code,
   algorithm, subroutine, manual, product specification, or plan for a new,
   revised or existing product or web site; any business, marketing, financial or
   sales information; and the present or future plans of the Commonwealth with
   respect to the development of its web sites and web services.

2. All Developments the Property of the Commonwealth. All confidential,
   proprietary or other trade secret information and all other works of authorship,
   trademarks, trade names, discoveries, invention, processes, methods and



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                        COMMONWEALTH OF MASSACHUSETTS
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    improvements, conceived, developed, or otherwise made by you, alone or
    with others, and in any way relating to the Commonwealth or any of its web
    development projects, whether or not patentable or subject to copyright
    protection and whether or not reduced to tangible form or reduced to practice
    during the period of your assignment with the Commonwealth
    (“Developments”) shall be the sole property of the Contractor’s customer, the
    Commonwealth. To the maximum extent permitted by law, you hereby waive
    all moral rights in any Developments. You agree to disclose all Developments
    promptly, fully and in writing to the Commonwealth promptly after
    development of the same, and at any time upon request. You agree to, and
    hereby do assign to the Commonwealth all your right, title and interest
    throughout the world in and to all Developments without any obligation on the
    part of the Commonwealth to pay royalties or any other consideration to you
    in respect of such Developments. You agree to assist the Contractors customer
    the Commonwealth, (without charge, but at no cost to you) to obtain and
    maintain for itself such rights.

3. Return of the Commonwealth’s Materials. At the time of the termination of
   your assignment with the Commonwealth, you agree to return to the
   Commonwealth all Commonwealth materials, documents and property, in
   your possession or control, including without limitation, all materials relating
   to work done while assigned by the Contractor to projects for Commonwealth
   or relating to the processes and materials of the Commonwealth. You also
   agree to return to the Commonwealth all materials concerning past, present
   and future or potential products and/or services of the Commonwealth. You
   also agree to return to the Commonwealth all materials provided by persons
   doing business with the Commonwealth and all teaching materials provided
   by the Commonwealth.

4. Representation of Non-Infringement. You hereby represent and warrant that,
   to your best knowledge, no software, no web content and no other intellectual
   property that you develop during your assignment to and deliver to the
   Commonwealth, and no Developments made by you and assigned to the
   Commonwealth pursuant to Section 2 above, shall infringe a patent,
   copyright, trade secret or other proprietary or intellectual property right of any
   third party.

5. No Conflicting Agreements. You represent and warrant that you are not a
   party to any agreement or arrangement which would constitute a conflict of
   interest with the obligations undertaken hereunder or would prevent you from
   carrying out your obligations hereunder.

6. Tax Payments. You hereby represent and warrant that you have paid all due
   state and federal taxes, or, if your tax status is in dispute or in the process of
   settlement, that you have responded as directed and within the required



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                       COMMONWEALTH OF MASSACHUSETTS
               COMMONWEALTH OF MASSACHUSETTS [INSERT AGENCY NAME]
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   timeframes to all communications received from the state or federal
   government.

7. You acknowledge that you are not an employee of any Massachusetts state or
   municipal government agency, and are not entitled to any benefits, guarantees
   or other rights granted to state or municipal government agencies, including
   but not limited to group insurance, disability insurance, paid vacations, sick
   leave or other leave, retirements plans, health plans, or premium overtime pay.
   Should you be deemed to be entitled to receive any such benefits by operation
   of law or otherwise, you expressly waive any claim or entitlement to receiving
   such benefits from Massachusetts state or municipal government agencies.

8. Miscellaneous:

   1. The Commonwealth is a third party beneficiary of this Agreement with
      full rights to enforce its terms directly.

   2. This Agreement contains the entire agreement between the parties with
      respect to the subject matter hereof, superseding any previous oral or
      written agreements.

   3. Your obligations under this Agreement shall survive the termination of
      your assignment with the Commonwealth regardless of the manner of or
      reasons for such termination. Your obligations under this Agreement shall
      be binding upon and shall inure to the benefits of the heirs, assigns,
      executors, administrators and representatives of the parties.

   4. You agree that the terms of this Agreement are reasonable and properly
      required for the adequate protection of our customer the Commonwealth’s
      legitimate business interests. You agree that in the event that any of the
      provisions of this Agreement are determined by a court of competent
      jurisdiction to be contrary to any applicable statute, law, rule, or policy or
      for any reason unenforceable as written, then such court may modify any
      of such provisions so as to permit enforcement thereof to the maximum
      extent permissible as thus modified. Further, you agree that any finding by
      a court of competent jurisdiction that any provision of this Agreement is
      contrary to any applicable stature, law, or policy or for any reason
      unenforceable as written shall have no effect upon any other provisions
      and all other provisions shall remain in full force and effect.

   5. You agree that any breach of this Agreement will cause immediate and
      irreparable harm to the Contractor’s customer the Commonwealth not
      compensable by monetary damages and that the Commonwealth will be
      entitled to obtain injunctive relief, in addition to all other relief, in any
      court of competent jurisdiction, to enforce the terms of this Agreement,



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       without having to prove or show any actual damage to the
       Commonwealth.

    6. No failure to insist upon strict compliance with any of the terms,
       covenants, or conditions hereof, and no delay or omission in exercising
       any right under this Agreement, will operate as a waiver of such terms,
       covenants, conditions or rights. A waiver or consent given on any one
       occasion is effective only in that instance and will not be construed as a
       bar to or waiver of any right on any other occasion.

    7. This Agreement shall be governed by and construed in accordance with
       the laws of the Commonwealth of Massachusetts, without regard to the
       doctrine of conflicts of law. This Agreement is executed under seal.

The undersigned believes that this agreement imposes reasonable standards of
conduct for all of the employees and the contractors on assignment at the
Commonwealth, and that this agreement will serve to best protect the interests of
all involved parties. If you agree with the terms set forth herein, please sign and
return this Agreement.

Agreed and Accepted:

Name of Employee or Consultant: _______________________________

Signature: __________________________

Date: __________________________

Name of Contractor: _______________________________

Signature: __________________________

Name: __________________________

Title: __________________________

Date: __________________________




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