Buyer MSA by haiSU1

VIEWS: 19 PAGES: 13

									As of the Effective Date set forth below and in consideration of the premises and the mutual covenants
contained herein, Buyer (“Buyer”) and the undersigned Vendor hereby agree to the covenants, terms and
conditions of this Master Agreement. The Master Agreement includes all Schedules, Exhibits and Attachments
as listed hereinbelow, each of which forms and is made a part hereof and each of which is incorporated herein by
reference (collectively referred to hereinafter as the “Agreement”).

Each party acknowledges for itself that it has read this Agreement, that it is authorized to enter into this
Agreement, and that the person signing for it is authorized to bind it to this Agreement.



 Buyer (“Buyer”)                                           [Insert name of vendor](“Vendor”)

 By: __________________________________                    By: ___________________________________

 Name: ________________________________                    Name: _________________________________

 Title: _________________________________                  Title: __________________________________

 Address:                                                  Address:
 Copy To:                                                  Copy To:

This Agreement shall be effective as of ________________________, ___________ (the “Effective Date”)
to ________________________, ___________ (the “Termination Date”).



                         Index of Schedules, Attachments and Exhibits

   Schedule A – Terms and Conditions
   Schedule B – Description of Goods and Services; Payment Terms
   Schedule C – Insurance Requirement
   Schedule D – Performance Standards
   Schedule E – Background Checks
   Schedule F – Vendor Travel Expense Guidelines
   Schedule G – Systems Security Requirements
   Schedule H – Contractor Safety Requirements
   Schedule I – Privacy & Information Security Requirements
   Exhibit A – Buyer Auto Safety Policy for Vendors
   Exhibit B – Tax Requirements
   Exhibit C – Screening Results Certification Form for Vendors
   Exhibit D – Subcontractor Certification Form
   Exhibit E – Supplier Diversity Reports
   Attachment A – Buyer Master Agreement Change Order/Scope of Work Amendment
   Attachment B – Privacy and Security Practices Vendor Assessment




Buyer MSA (012711)                                                                                                 Page - 1 -
                                             SCHEDULE A
                                          Terms and Conditions

1.   Services. Vendor shall provide the goods/services set forth and described in Schedule B attached
     hereto and made a part hereof (the “Services”)
2.   Buyer Duties. Buyer shall provide Vendor with instructions and specifications, including without
     limitation changes and modifications thereto, for use in delivery of the Services.
3.   Payment. Services shall be billed monthly at the rate or rates set forth in Schedule B (the “Fee”).
     Buyer may dispute any amount on any invoice in good faith. Buyer shall pay undisputed amounts on
     an invoice within thirty (30) days of its receipt of such invoice. The parties shall attempt in good faith
     to promptly resolve any disputes with respect to Fees.
4.   Term; Termination. This Agreement shall commence as of the Effective Date and shall continue in
     effect for a period of three (3) years and shall terminate at the end of such term unless renewed in
     writing by the parties hereto. This Agreement may be terminated (a) by written agreement of the
     parties, (b) on ten (10) days prior written notice in the event of a material breach hereof if the party
     receiving such notice fails to cure such breach within the notice period, or (c) if neither party is then in
     breach of this Agreement, on thirty (30) days prior written notice by either party to the other for
     convenience or no reason at any time. Upon termination of this Agreement unilaterally by a party
     hereto for “convenience or no reason” pursuant to the preceding sentence of this paragraph, and except
     as may be provided in Section 8.4, “Survival”, or other provisions to the contrary in this Agreement,
     all duties, obligations, and liabilities of every kind and character of each party to the other under this
     Agreement shall cease upon such termination, provided that Vendor shall complete delivery of and
     Buyer shall pay for any Services properly commenced prior to such termination and completed not
     later than thirty (30) days after the date of termination. Upon termination of this Agreement or any
     Schedule, Vendor shall return or destroy, at Buyer’s option, and at Vendor’s sole cost and expense, any
     and all Buyer Records (as defined in 8.34) and any other Buyer data and/or files. The return or
     destruction of Records, including Proprietary and Personal Information, shall be performed by Vendor
     in accordance with the return or destruction of Records requirements set forth in Section 8.34.
5.   Insurance. Vendor shall, at its sole cost and expense, procure and maintain such policies of
     commercial general liability, professional liability, vehicle liability, and other insurance with such
     coverages and in such amounts as set forth in Schedule C to insure Vendor and its officers, directors,
     contractors, agents and employees against liability, loss or damage arising by reason of the negligent
     acts or omissions or the reckless or intentional misconduct of such party, its officers, directors,
     shareholders, managers, members, agents or employees in connection with this Agreement. Evidence
     of such insurance shall be furnished to Buyer upon execution of this Agreement and at such other
     times as Buyer may request.
6.   Indemnification. Vendor shall indemnify and hold harmless Buyer and its subsidiaries and affiliates,
     and their respective officers, directors, contractors, agents and employees, from and against any and all
     claims, suits, actions, proceedings, fines, penalties, losses, damages, liabilities, costs and expenses
     (including without limitation all reasonable attorneys' fees and court costs) that arise from, out of, or
     are caused by any negligent act or omission or any reckless or intentionally wrongful conduct of or by
     Vendor or its officers, directors, shareholders, agents, contractors or employees in connection with
     performance of or compliance with the duties required under this Agreement. In addition, Vendor shall
     indemnify and defend Buyer against, and hold Buyer harmless from, any liability, damage, cost, or
     expense resulting from any claim alleging that any goods or services furnished by Vendor under this
     Agreement infringes on any United States patent, trademark, or copyright of any third party. Buyer
     shall give Vendor prompt notice of any such claim and shall cooperate with the reasonable requests of
     Vendor and its counsel in the defense of the claim. Resolution of any such matter shall be within the
     sole discretion of the Vendor and at its sole expense. Vendor, with the consent of Buyer, which consent
     shall not be withheld unreasonably, shall substitute or modify the goods, services or any other
     deliverables so that it becomes noninfringing but remains functionally equivalent as long as such
     modifications meet the requirements of this Agreement.




Buyer MSA (012711)                                                                                                  Page - 2 -
7.   Non-solicitation. Unless expressly authorized in writing by the other party, neither party shall solicit
     as an employee or contractor any person who is employed or contracted by the other party during the
     term of this Agreement.

8.   Miscellaneous.
     8.1   Affiliates. For purposes of this Agreement, Buyer shall be deemed to include any parent,
           affiliate or subsidiary of Buyer, whether such relationship exists as of the Effective Date or
           commences at any time thereafter during any term hereof. At the request of Vendor, Buyer shall
           identify in writing all such parents, affiliates or subsidiaries using the Services.
     8.2   Drug Free Workplace Compliance. Vendor hereby certifies pursuant to applicable drug-free
           workplace laws and regulations, that 1) a drug-free workplace will be provided for Vendor's
           employees during the performance of this Agreement; and 2) a written certificate shall be
           secured from each subcontractor hired by Vendor stating that: "As part of the subcontract with
           Vendor, subcontractor certifies to Vendor that a drug-free workplace will be provided for
           subcontractor’s employees during the performance of this subcontract”. Vendor shall comply
           with all other provisions of any applicable Drug Free Workplace Act.
     8.3   Independent Contractors. The relationship of the parties is that of independent contractor. Each
           party shall be solely responsible for the direction, control and management of its respective
           agents and employees, provided that Vendor shall perform the Services as required herein.
           Neither party shall have or exercise any control of or discretion over the means, methods or
           manner in which the other party performs any services pursuant to this Agreement. Vendor
           agrees to assume complete responsibility for compliance with the requirements of the
           Immigration Reform and Control Act of 1986, as amended, the PATRIOT Act as applicable, and
           with all federal, state and local laws, rules and regulations, for all personnel employed by
           Vendor to perform services for Buyer hereunder. Vendor shall pay all wages, federal and state
           taxes, occupational license taxes, and any other payment or benefit, including without limitation
           Workers' Compensation, which employers are normally obligated to pay or provide on behalf of
           their own employees. Vendor shall indemnify and hold Buyer harmless for the reporting,
           payment or provision of all compensation, benefits, taxes and other amounts specified herein as
           well as for any liabilities or damages for failure to comply with requirements of applicable wage
           and hour laws, the Immigration Reform and Control Act of 1986, as amended, and the
           PATRIOT Act.
     8.4   Works for Hire. Subject to any terms and conditions to the contrary in Schedule A, which terms
           and conditions shall be controlling as to the intent of the parties if such terms and conditions
           conflict with this section, the parties agree that during the term of this Agreement all work
           product, however designated, developed by Vendor or by its employees, agents and contractors
           pursuant to this Agreement, including without limitation all software, work papers, art work,
           negatives, data, tools, dies, equipment, drawings, data sheets, designs, requirements,
           specifications, all other deliverables and any and all other materials provided by Vendor to
           Buyer shall be deemed works for hire (“Works for Hire”) of which Buyer shall be deemed the
           sole and exclusive owner. To the maximum extent permitted by law, all such Works for Hire,
           including all associated rights therein and thereto, shall be the sole and exclusive property of
           Buyer. To the extent that any work product described above is deemed not to constitute Works
           for Hire, Vendor specifically assigns all right, title, and interest in any copyright, patent, or trade
           secret, or other proprietary right in such work product solely and exclusively to Buyer. To the
           extent Vendor provides to Buyer any materials not developed by Vendor for the benefit of Buyer
           under this Agreement or otherwise, Vendor grants to Buyer a non-exclusive, perpetual,
           unlimited license to use, copy or modify such materials in consideration of the engagement set
           forth in this Agreement.
     8.5   Confidentiality of Proprietary Information. During the course of performance of this
           Agreement, each party may disclose to the other party information concerning such party's
           policies and procedures, earnings, financial condition, operations, volume of business, methods,
           systems, practices, plans, purchaser discounts, contract terms, including the terms of this



Buyer MSA (012711)                                                                                                   Page - 3 -
          Agreement, customers and clients and other confidential or commercially valuable proprietary
          information ("Proprietary Information"). Each party acknowledges that the disclosing party
          shall at all times be and remain the sole owner of its Proprietary Information, and that the
          recipient of Proprietary Information shall use such Proprietary Information only in connection
          with and for the purposes of the performance of its promises, duties and obligations under this
          Agreement and shall disclose Proprietary Information of the other party only as expressly
          permitted by this Agreement. The recipient of any Proprietary Information shall use efforts
          consistent with the manner in which it protects its own Proprietary Information but in no case
          less than commercially reasonable effort to preserve the confidentiality of any information that
          the recipient knows or reasonably should know the disclosing party deems to be Proprietary
          Information. The measures implemented by Vendor to preserve the confidentiality of
          Proprietary Information shall comply with the information security measures established in
          Section 8.5. Neither party shall use the Proprietary Information for its own or any other person’s
          benefit. Each party shall disclose Proprietary Information of the other party only as follows: (i)
          to the party’s employees, officers, directors, agents and contractors to the extent that such
          persons need to know such Proprietary Information so that the party may perform its promises,
          duties, and obligations under this Agreement; (ii) to the party’s accountants, auditors, attorneys,
          and other professional advisors to the extent such persons need to know Proprietary Information
          to provide professional services relating to the party’s business; (iii) to potential permitted
          assignees or successors of the party to the extent such persons need to know Proprietary
          Information in connections with a potential sale, merger, consolidation or other corporate
          transaction involving the sale or assignment of the business assets of the party; (iv) to the extent
          the party is ordered to produce Proprietary Information by any court of competent jurisdiction or
          any competent judicial, governmental, supervisory or regulatory body subpoena, but only if the
          party (a) gives prompt notice of the demand to the other party, including the specific Proprietary
          Information to which the demand relates and the basis and purpose of the demand so that the
          other party may context the demand or seek a protective order or other appropriate remedy, (b)
          cooperates in any such effort by the other party, and (c) in any event, only discloses Proprietary
          Information to the extent necessary to protect or enforce its legal rights or to defend itself; (v) to
          the extent otherwise required by law. Each party shall take all measures reasonably necessary to
          ensure that its employees, officers and directors are advised of the confidential nature of
          Proprietary Information and comply with the requirements of this Agreement regarding
          Proprietary Information. Vendor shall not disclose Proprietary Information of Buyer to any
          agent or contractor or to Vendor’s accountants, auditors, attorneys or other professional advisors
          unless the person receiving Proprietary Information first agrees in writing to comply with the
          requirements of this Agreement regarding Proprietary Information.
    8.6   Confidentiality of Personal Information. To the extent Vendor receives or accesses personally
          identifiable information from or on behalf of Buyer or creates personally identifiable information
          on behalf of Buyer (“Personal Information”), Vendor shall comply with the requirements of this
          Section 8.6. Personal Information includes any individual’s name, address, phone number, fax
          number, e-mail address, date of birth, Social Security number or other government-issued
          identifier, credit card information or Internet Protocol address. Personal Information also
          includes any personally identifiable financial or health information. Personal Information may
          be in any media or format, including computerized, electronic or optical records and paper files,
          and may relate to any individual, including consumers or customers of Buyer and any individual
          related to a business-to-business customer of Buyer. Vendor shall comply with all state and
          federal laws, regulations and rules applicable to Personal Information, including state laws on
          privacy and data security, including but not limited to the Massachusetts Standards for the
          Protection of Personal Information of Residents of the Commonwealth, 201 CMR 17.00, and
          Nevada Revised Statutes 597.970 (2009). As between Buyer and Vendor, Buyer shall be the
          sole owner of Personal Information. Vendor shall use Personal Information only to perform the
          Services and may disclose Personal Information only as expressly permitted by this Agreement.
          Vendor shall disclose Personal Information only as follows: (i) to Vendor’s employees, officers,
          directors, agents and contractors to the extent that such persons need to know such Personal
          Information so that Vendor may perform the Services outlined in this Agreement; (ii) to



Buyer MSA (012711)                                                                                                 Page - 4 -
          Vendor’s accountants, auditors, attorneys and other professional advisors to Vendor’s business;
          (iii) to the extent Vendor is ordered to produce Personal Information by any court of competent
          jurisdiction or any competent judicial, governmental, supervisory or regulatory body subpoena,
          but only if Vendor (a) gives prompt notice of the demand to Buyer, including the specific
          Personal Information to which the demand relates and the basis and purpose of the demand so
          that Buyer may contest the demand or seek a protective order or other appropriate remedy, (b)
          cooperates in any such effort by Buyer, and (c) in any event, only discloses Personal Information
          to the extent necessary to protect or enforce its legal rights, or to defend itself; (iv) to the extent
          otherwise required by law. Vendor shall take all measures reasonably necessary to ensure that
          its employees, officers and directors are advised of the confidential nature of Personal
          Information and comply with the requirements of this Agreement regarding Personal
          Information. Vendor shall not disclose Personal Information of Buyer to any agent or contractor
          or to Vendor’s accountants, auditors, attorneys or other professional advisors unless the person
          receiving Personal Information first agrees in writing to comply with the requirements of this
          Agreement regarding Personal Information. Vendor shall promptly report to Buyer any
          unauthorized access to, use, disclosure, modification or destruction of personal Information and
          shall cooperate fully with Buyer to mitigate any harmful effects therefrom. Such cooperation
          shall be at Vendor’s sole expense
    8.7   Security of Personal and Proprietary Information. To the extent Vendor receives or creates any
          Personal Information or Buyer Proprietary Information, Vendor shall implement and maintain a
          commercially reasonable information security program to protect such information. Vendor’s
          security program shall be appropriate to the size and scope of Vendor’s operations and the
          sensitivity of the information handled by Vendor. Vendor’s information security program shall
          be designed to: (i) ensure the security and confidentiality of Personal Information and
          Proprietary Information; (ii) protect against any anticipated threats or hazards to the security or
          integrity of such information; and (iii) protect against unauthorized access to or use of such
          information that could result in substantial harm or inconvenience to any person. Vendor’s
          security program shall comply with all applicable state and federal laws, regulations and rules,
          including the Massachusetts Standards for the Protection of Personal Information of Residents of
          the Commonwealth, 201 CMR 17.00, and Nevada Revised Statutes 597.970 (2009) and
          designed to meet or exceed the objectives of the guidelines establishing security standards as
          adopted by any regulatory agencies having jurisdiction over Vendor’s affairs.
    8.8   Equal Employment Opportunity. Vendor shall comply with the provisions set forth in
          paragraphs (1) through (7) of Section 202 of Executive Order 11246 and all similar orders, rules,
          regulations and laws.
    8.9   Supplier Diversity. Buyer supports supplier diversity. Vendor will make a good faith effort to
          use Minority and Women-Owned businesses for services and/or products required for this
          Agreement. Vendor will provide Buyer with quarterly reports (see "Exhibit E - Supplier
          Diversity Reports”). The Supplier Diversity Reports will be provided to the Supplier Diversity
          Administrator in Buyer’s Procurement, Contracts & Travel Department in electronic format.
    8.10 Warranty. Subject to any terms and conditions to the contrary in Schedule B, which terms and
         conditions shall be controlling as to the intent of the parties if such terms and conditions conflict
         with this section, Vendor hereby warrants that this Agreement and any payment by Buyer
         hereunder is conditioned on the continuing satisfactory performance by Vendor of the
         requirements of this Agreement in a professional manner, and that goods and/or services
         provided or delivered by Vendor hereunder shall conform substantially to specifications set forth
         in Schedule B and shall be and remain free of defects in workmanship and materials for a period
         of one (1) year from the date when such goods and/or services are delivered, completed and
         accepted by Buyer in writing. Buyer’s acceptance of the goods and services shall not be deemed
         to be a waiver of any of its rights under this Agreement.
    8.11 Publicity. Vendor understands and agrees that Buyer does not participate in, nor does it allow,
         Vendor to utilize media releases of any kind to publicize Vendor's business relationship with
         Buyer. Without Buyer's prior written consent from Corporate Marketing, Vendor shall not use



Buyer MSA (012711)                                                                                                  Page - 5 -
           any trade name, trademark, logo, service mark or any other information which identifies Buyer
           in Vendor's sales, marketing and publicity activities, including, but not limited to, interviews
           with representatives of any media, including without limitation any publication, television
           station or network, or radio station or network.
    8.12    Security. Vendor, it or its employees or contractors or other representatives who are on or about
           any premises of Buyer wherever located, shall at all times comply with all rules and regulations
           of Buyer with regard to access to such premises and with regard to any security requirements as
           to such premises or Buyer’s systems. Buyer shall inform Vendor about such rules and
           regulations, including any changes thereto, from time to time.
    8.13 Notices. Any notice required or permitted under this Agreement shall be in writing and may be
         (a) delivered in person, or (b) sent by certified mail, return receipt requested, postage prepaid, to
         the address of the party specified on the signature page hereof, or to such other address as a party
         may direct in writing from time to time. Notice will be deemed to have been received by the
         addressee at the earlier of actual receipt (or refusal to accept receipt) or the fifth business day
         after mailing.
    8.14 Audit. Vendor shall maintain accurate books and records in accordance with generally accepted
         accounting principles ("GAAP") in connection with its performance pursuant to this Agreement.
         Vendor shall retain any and all such books and records concerning the subject matter of this
         Agreement during the term of this Agreement and for a period of two (2) years after its
         termination. At any time during any term or renewal of this Agreement, and for a period of two
         (2) years following expiration or termination hereof, Buyer may, at its option, review and audit
         the books and records of Vendor that are reasonably related to the obligations of Vendor under
         this Agreement. Such reviews and audits shall be performed during Vendor’s regular business
         hours upon reasonable prior written notice to Vendor.
    8.15 Taxes. Buyer shall pay all sales, use, or other similar taxes imposed with respect to transactions
         pursuant to this Agreement (excluding taxes measured by the income of Vendor), and such taxes
         will be added to each invoice. Vendor shall remit all taxes paid to Vendor by Buyer under this
         Agreement for items purchased by Buyer based on the “ship to” location specified on each
         invoice in the case of goods, or, in the case of services, based on the location where the services
         are being performed. Vendor shall indemnify and hold harmless Buyer, Buyer's employees,
         directors, officers, contractors and agents from and against any and all assessments of
         deficiencies, interest, penalties and all costs and expenses (including without limitation court
         costs and reasonable attorneys' fees) in connection with such amounts that are imposed with
         respect to any tax paid to Vendor pursuant to this Agreement. This indemnification obligation
         shall survive the termination of this Agreement.
           As of the Effective Date of this Agreement, Vendor shall provide Buyer with a list of states as
           described in Exhibit B where Vendor has nexus and collects taxes. Vendor shall notify Buyer of
           any changes on where Vendor has nexus and collects taxes during the term of this Agreement.
           Collection of such taxes shall be effected by Vendor at no cost to Buyer (other than the amount
           of the actual taxes due and owning hereunder) and Vendor shall remit all such taxes to the
           appropriate state in a timely manner.
    8.16 Tax Estimation Report. Vendor shall provide Buyer with a Tax Estimation Report as described
         in Exhibit B that will report taxes due for states in which Vendor does not collect and remit taxes
         directly. This report shall be broken down by state, and shall be updated and provided to Buyer
         in electronic format (Microsoft Excel or Access only) on a monthly basis.
    8.17 Entire Agreement; Amendment. This Agreement constitutes the entire understanding between
         the parties with respect to its subject matter and supersedes any and all prior or contemporaneous
         agreements, promises, negotiations or representations of the parties. Only a written instrument
         signed by the parties hereto may amend this Agreement.
    8.18 Survival. Certain terms and conditions contained in this Agreement shall survive the
         termination, cancellation, or completion of performance of this Agreement. Such terms and
         conditions include, but are not limited to, those contained in Sections 4, 5,6,7, and 8, and


Buyer MSA (012711)                                                                                               Page - 6 -
          including any other sections which by their terms the parties intend such terms to continue in
          effect after any expiration or termination.
    8.19 Waivers. The failure of either party to exercise any rights provided for in this Agreement shall
         not be deemed a waiver of any rights under this Agreement unless such party provides such a
         waiver in writing. No waiver shall be deemed to be a waiver of the same or any other term or
         condition at any other time.
    8.20 Assignment or Subcontracting. Vendor shall not subcontract or assign this Agreement or any of
         its rights and obligations hereunder, without the prior written approval of Buyer.
    8.21 Headings. The headings of the Articles and Sections of this Agreement are for reference only
         and shall not be deemed to limit, define or restrict the meaning or substance thereof.
    8.22 Governing Law. This Agreement shall be construed in accordance with and governed by the
         laws of the State of Tennessee without giving effect to its laws, rule or principles governing
         conflicts of laws.
    8.23 Severability. The invalidity or unenforceability of any provision (or portion thereof) of this
         Agreement shall not affect the validity or enforceability of any other provision (or remainder of
         such provision) of this Agreement, all of which shall be broadly construed to give effect to the
         intent of the invalid or unenforceable provision.
    8.24 Binding Effect; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and
         be binding upon the parties and their respective successors and assigns. Nothing in this
         Agreement shall create or be deemed to create any third party beneficiary rights in any
         individual or entity.
    8.25 Counterparts; Delivery. This Agreement may be executed in two or more counterparts, each of
         which shall be an original, but all of which when taken together shall constitute one and the
         same agreement.
    8.26 Use of Term “Including” or Similar Term. Use of the term “including” or any similar term,
         wherever it may appear in this Agreement, shall be deemed to mean “including but not limited
         to” or the equivalent unless explicitly stated otherwise.
    8.27 Equitable/Injunctive Relief. Vendor acknowledges and agrees that any use, disclosure or
         maintenance of Personal Information or Proprietary Information in a manner inconsistent with
         this Agreement may give rise to irreparable injury to Buyer for which damages would not be an
         adequate remedy. Accordingly, in addition to any other legal remedies which may be available
         at law or in equity, Buyer shall be entitled to seek equitable or injunctive relief against any use
         or disclosure of Personal Information or Proprietary Information in violation of this Agreement
         or any failure to maintain the security of Personal Information or Proprietary Information as
         required by this Agreement.
    8.28 Records
          a.   Vendor shall preserve Buyer's Records during the course of this Agreement. "Records"
               means Buyer's data and information, including but not limited to Personal Information,
               Proprietary Information, certificates demonstrating Vendor's compliance with the insurance
               provisions in this Agreement, background check data, information pertaining to Buyer
               employees, claimants and customers, as well as information generated by Vendor for Buyer
               in implementing this Agreement. Vendor shall timely cooperate with Buyer in complying
               with any document or data production requests for Records. Upon request by Buyer,
               Vendor shall provide written certification that it has complied with this provision.
          b.   As between Vendor and Buyer, Buyer is the sole owner of all Records and has the right to
               direct Vendor in connection with the collection, use, disclosure and retention of such
               Records.
          c.   If applicable, Vendor agrees to record and maintain, for a minimum of two (2) years after
               the expiration or termination of this Agreement, any written, electronic or verbal consent



Buyer MSA (012711)                                                                                             Page - 7 -
               obtained from individuals regarding the collection, use, disclosure and retention of
               individuals’ Personal Information and any notice provided to individuals or others in
               connection with such activity; provided, further, if the Services involve the use of
               interactive voice response (“IVR”), Vendor shall also retain in a printable format for the
               duration of such period the individual phone number, the IVR prompts and the individual
               responses (IVR or verbal) of the entire IVR conversation between Vendor and each
               individual;
          d.   Upon termination of this Agreement, for any reason, Vendor shall return or destroy, in
               compliance with applicable law and at Buyer’s option and at Vendor’s sole cost and
               expense, all Records, including Personal Information and Proprietary Information. This
               provision shall also apply to Vendor’s employees, agents, subcontractors and any
               authorized third parties.
          e.   If Buyer requires Vendor to destroy any Records, including Personal Information and
               Proprietary Information, Vendor shall destroy such Records in a manner and method
               consistent with then-existing legal and industry standards for the safe destruction of
               Records containing sensitive information and shall certify the same to Buyer.
          f.   In the event Vendor determines that returning or destroying the Records, including Personal
               Information or Proprietary Information, is not feasible, Vendor shall notify Buyer in writing
               of the conditions that make return or destruction unfeasible. Upon Buyer’s agreement that
               such return or destruction is not feasible, Vendor may maintain the Records, subject to the
               continued protections and requirements of this Agreement, and Vendor shall limit further
               use and disclosure of the Records to those purposes that make the return or destruction not
               feasible.




Buyer MSA (012711)                                                                                             Page - 8 -
                                          SCHEDULE B
                              Description of Services; Payment Terms

Vendor shall provide the following Services for and on behalf of Buyer:




Lien Waivers/Final Payment: Each application for payment shall be accompanied by the following, all in
form and substance satisfactory to Buyer: (i) a current Vendor lien waiver and duly executed and
acknowledged sworn statement showing all subcontractors and material suppliers with whom the Vendor
has contracted, the amount of each such subcontract or contract, the amount requested for any
subcontractor and material supplier in the requested payment, and the amount to be paid to the Vendor
from such payment, together with similar sworn statements from all such subcontractors and material
suppliers; (ii) duly executed waivers of mechanics’ and material suppliers’ liens from all subcontractors
and, when appropriate, from material suppliers and lower tier subcontractors establishing payment or
satisfaction of payment of all amounts requested by the Vendor on behalf of such entities or persons in any
previous application for payment; and (iii) all information and materials required to comply with the
requirements of the Master Agreement or reasonably requested by Buyer.
Additionally, Buyer’s final payment is conditioned upon and will be released only when Buyer has
received from the Vendor, as is appropriate: all field and marked drawings, all as-built drawings, all
documents and manuals including: warranty information, maintenance manuals, and any preventive
maintenance procedures, completion of any required training of Buyer’s personnel if included as part of the
contracted scope of services, commissioning of the systems if required as part of the contracted scope of
services, and any other documentation or services identified in the Master Agreement.
Change Order/Scope of Work: It is agreed between Buyer and Vendor that, from time to time during the
term of this Agreement, Buyer may request that Vendor provide additional services and materials for
projects yet to be named (such projects shall hereinafter be referred to as "Specific Projects"). Each
Specific Project will be documented by presentation to Vendor of a Master Service Agreement Change
Order/Scope of Work Amendment (the "Change Order Amendment") wherein the description, nature,
scope, specifications and cost of the Specific Project will be more particularly described in detail. The
Vendor's undertaking of the Specific Project is conditioned upon Vendor and Buyer reaching mutually
acceptable terms and conditions in writing upon a Change Order Amendment, the form of which shall be
substantially similar to that attached hereto and marked as "Attachment A". Unless otherwise stated in the
Change Order Amendment, the general terms and conditions of this Agreement shall supplement the terms
and conditions found within the Change Order Amendment.


The Fee for the Services shall be as follows:




Buyer MSA (012711)                                                                                            Page - 9 -
                                              SCHEDULE C
                                        Insurance Requirements

Insurance: Vendor shall, at its own expense, obtain and maintain throughout the term of this Agreement,
and a run out period if required by Buyer, policies of insurance as set forth below, in a form and with
carriers reasonably acceptable to Buyer. Carriers with A. M. Best ratings of less than “A-” and/or an A. M.
Best financial size designation of less than “VII” are not acceptable. Vendor shall be responsible for
obtaining evidence of all insurance coverages required under this Agreement for any subcontractor that
Vendor hires to provide services to Buyer under this Agreement.

Workers’ Compensation (WC) and Employers’ Liability Insurance: Vendor shall obtain and keep in
force Workers’ Compensation and Employers’ Liability Insurance policies as required by all applicable
state jurisdictions. Vendor shall obtain and confirm in writing, a waiver of subrogation from the WC
carrier for the benefit of Buyer. Said waiver will not be applicable in any incident where the willful
misconduct or grossly negligent action of Buyer or Buyer’s designated agent is determined to be the cause
of injury or damage.

Commercial General Liability (CGL) Insurance: Vendor shall obtain and keep in force an “occurrence”
CGL insurance policy during the contract period and the useful life of the services and installed products.
If said CGL insurance covers the Services being performed by Vendor under this Agreement, Buyer agrees
to waive the requirements for Professional Errors And Omissions Liability Insurance as required below.
Coverage shall include bodily injury, property damage, personal injury, advertising injury, products and
completed operations, and contractual liability in the following amounts:

Each Occurrence Limit                                                             $1,000,000
Products/Completed Operations Aggregate Limit                                     $1,000,000
Advertising Injury and Personal Injury Aggregate Limit                            $1,000,000
General Aggregate                                                                 $1,000,000

Buyer and its designated agents (if any) shall be named as “additional insured as their interests may appear”
with respect to third party claims or actions brought directly against Buyer or against Buyer and Vendor as
co-defendants and arising out of services being provided or performed by or on behalf of the Vendor as per
this written agreement. Vendor’s insurance shall be primary and non-contributory with respect to any other
insurance or self-insurance that may be maintained by Buyer but only in respect to damages caused by the
negligence of the Vendor.

Umbrella/Excess Liability Insurance: Vendor shall obtain and keep in force an umbrella/excess liability
policy with a per occurrence limit of four million dollars ($4,000,000.00). Said insurance shall follow the
form of the primary CGL insurance coverage required above.

Automobile Liability Insurance: Vendor shall obtain and keep in force automobile liability insurance on
an “any auto” or symbol “1” basis. Said insurance shall provide a combined single limit cover of one
million dollars ($1,000,000.00) for incidents of bodily injury and property damage.

Property Insurance: Vendor shall obtain and keep in force “Blanket Real and Personal Property”
insurance or equivalent property insurance for the full replacement cost of Vendor’s personal property at
Buyer’s premises and on the fixtures and improvements, if any, that are installed on the premises and
owned by Vendor. Buyer shall not be responsible for any loss of the personal property of Vendor or of the
personal property of Vendor’s employees.

Professional Errors And Omissions Liability Insurance: Vendor agrees to obtain and keep in force
professional errors and omissions liability insurance with a limit of one million dollars ($1,000,000.00).




Buyer MSA (012711)                                                                                              Page - 10 -
Fidelity Bond Coverage: Vendor agrees to obtain and keep in force Fidelity Bond Coverage with a limit
of ten million dollars ($10,000,000.00). This insurance should provide liability coverage for any loss
arising as a result of the mishandling or misappropriation of Buyer funds or assets by an employee of the
vendor.

Waiver of Subrogation: In addition to the waiver of subrogation required with respect to the Workers’
Compensation coverage (see above), Vendor, on behalf of itself and its insurers, waives the right of
subrogation against Buyer and its employees, contractors and agents for any claims, demands or losses
arising out of any perils or incidents which are or would be covered by any required insurance (automobile
liability and professional E&O excepted). Vendor will obtain and confirm in writing a waiver of
subrogation from its insurers. Such waivers of subrogation will not be applicable in any incident where the
willful misconduct or gross negligence of Buyer or its employees, contractors or agents is determined to be
the cause of injury or damage.

Certificates Of Insurance: Vendor agrees to arrange for the delivery of evidence of insurance with
current Certificates of Insurance to Buyer. Said Certificates are to be delivered to the designated person at
Buyer’s address at least ten (10) days prior to the execution of this Agreement and within ten (10) days of
the expiration or replacement of any required insurance policy.

Notice Of Change: Buyer shall be notified thirty (30) days in advance of any change in carrier, insurance
policy, any cancellation of insurance policy or any single or cumulative reduction of insurance policy limit
availability that exceeds ten percent (10%) of any required limit in this Agreement.

Failure To Maintain Insurance: If Vendor fails to secure or maintain any insurance required in this
Agreement, Vendor shall be granted fifteen (15) days to meet the insurance requirements. If the deficiency
is not corrected, Buyer may, at its option, declare that this Agreement is in default.




Buyer MSA (012711)                                                                                              Page - 11 -
                                             EXHIBIT B
                                           Tax Requirements

List of States Where Vendor Has Nexus and Collects Taxes


Name of State(s): _________________________


Tax Estimation Report


The sales and use tax estimation report will contain the following information:

Invoice Number
Invoice Date
Ship To Street Address
Ship To City
Ship To State
Ship To Zip Code
Item Description
Unit Price
Quantity Total
Merchandise Total
Freight Charges
Sales Tax Charged
Invoice Total

The Tax Estimation Report will be provided to Buyer’s Financial Resources Department (Operations Tax
Division) in electronic format (Microsoft Excel or Access only).




Buyer MSA (012711)                                                                                     Page - 12 -
                                         EXHIBIT E
                                  Supplier Diversity Reports


       Quarterly report representing “Total Spending” and “Minority Spending” or percentage (%)
        representing Minority/Women-owned Business Enterprise (MWBE) Spending.
     A copy of Vendor’s “Minority/Women-owned Business Enterprise Report covering Vendor’s
        fiscal year”.
Annual copies of Vendor’s “MWBE, Small Business and Small Disadvantaged Business Subcontracting
Plan”.




Buyer MSA (012711)                                                                                 Page - 13 -

								
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