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ADDENDUM 1 :
<br /> Additional Terms & Conditions for Information Technology
<br /> IF ANY PART OF THE SUBJECT MATTER OF THIS PO IS INFORMATION TECHNOLOGY, AS DEFINED IN CRS § 24-
<br /> 37.5-102 (2), THE FOLLOWING PROVISIONS ALSO APPLY TO THIS PO.
<br /> A. Definitions. The following terms shall be construed and interpreted as follows: (a)"Business Day"means any day in which the State is open and
<br /> conducting business,but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in CRS§24-11-101(1); (b)
<br /> "CJI"means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions,including,without
<br /> limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice
<br /> Information Services Security Policy,as amended,and all Criminal Justice Records as defined under CRS§24-72-302; (c) "HIPAA"means the federal
<br /> Health Information Portability and Accountability Act; (d)"Incident" means any accidental or deliberate event that results in or constitutes an imminent
<br /> threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State,
<br /> pursuant to CRS§§24-37.5-401 et seq.; (e)"PCI"means payment card information including any data related to credit card holders'names, credit card
<br /> numbers, or the other credit card information as may be protected by state or federal law; (f) "PHI" means any protected health information, including,
<br /> without limitation any information whether oral or recorded in any form or medium that relates to the past, present or future physical or mental condition of
<br /> an individual;the provision of health care to an individual;or the past, present or future payment for the provision of health care to an individual;and that
<br /> identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual including,
<br /> without limitation, any information defined as Individually Identifiable Health Information by HIPAA; (g) "PII" means personally identifiable information
<br /> including,without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual's identity,
<br /> such as name, social security number, date and place of birth, mother's maiden name, or biometric records, including,without limitation, all information
<br /> defined as personally identifiable information in CRS§24-72-501; (h)"State Confidential Information"means any and all State Records not subject to
<br /> disclosure under the Colorado Open Records Act, CRS§§24-72-200.1,et seq. ("CORA"),and includes,without limitation, PII, PHI, PCI,Tax Information,
<br /> CJI, and State personnel records not subject to disclosure under CORA; (i) "State Records" means any and all State data, information, and records,
<br /> regardless of physical form; 0)"Tax Information"means federal and State of Colorado tax information including,without limitation,federal and State tax
<br /> returns,return information,and such other tax-related information as may be protected by federal and State law and regulation,including,without limitation
<br /> all information defined as federal tax information in Internal Revenue Service Publication 1075;and(k)"Work Product"means the tangible and intangible
<br /> results of the delivery of goods and performance of services,whether finished or unfinished, including drafts.
<br /> B. Intellectual Property. Except to the extent specifically provided elsewhere in this PO,any State information,including without limitation pre-existing
<br /> State software, research, reports,studies, data, photographs, negatives or other documents,drawings, models, materials; or Work Product prepared by
<br /> Vendor in the performance of its obligations under this PO shall be the exclusive property of the State(collectively,"State Materials").Vendor shall deliver
<br /> all State Materials to the State upon completion or termination of this PO. The State's exclusive rights in any Work Product prepared by Vendor shall
<br /> include,but not be limited to,the right to copy,publish,display,transfer,and prepare derivative works.Vendor shall not use,willingly allow,cause or permit
<br /> any State Materials to be used for any purpose other than the performance of Vendor's obligations hereunder without the prior written consent of the State.
<br /> The State shall maintain complete and accurate records relating to(a)its use of all Vendor and third party software licenses and rights to use any Vendor
<br /> or third party software granted under this PO and its attachments to which the State is a party and (b)all amounts payable to Vendor pursuant to this PO
<br /> and its attachments and the State's its obligations under this PO or to any amounts payable to Vendor in relation to this PO, which records shall contain
<br /> sufficient information to permit Vendor to confirm the State's compliance with the use restrictions and payment obligations under this PO or to any third-
<br /> party use restrictions to which the State is a party.Vendor retains the exclusive rights,title and ownership to any and all pre-existing materials owned by
<br /> or licensed to Vendor including, but not limited to all pre-existing software, licensed products,associated source code, machine code,text images,audio,
<br /> video,and third-party materials,delivered by Vendor under this PO,whether incorporated in a Deliverable or necessary to use a Deliverable(collectively,
<br /> "Vendor Property"). Vendor Property shall be licensed to the State as set forth in a State-approved license agreement: (c) entered into as exhibits or
<br /> attachments to this PO, (d)obtained by the State from the applicable third-party Vendor,or(e)in the case of open source software,the license terms set
<br /> forth in the applicable open source license agreement. Notwithstanding anything to the contrary herein,the State shall not be subject to any provision
<br /> incorporated in any exhibit or attachment attached hereto,any provision incorporated in any terms and conditions appearing on any website,any provision
<br /> incorporated into any click through or online agreements,or any provision incorporated into any other document or agreement between the parties that(f)
<br /> requires the State or the State to indemnify Vendor or any other party, (g) is in violation of State laws, regulations, rules, fiscal rules, policies, or other
<br /> State requirements as deemed solely by the State,or(h)is contrary to this PO.
<br /> C. License or Use Audit Rights. If this PO includes any license or other right to use Vendor's intellectual property,Vendor shall have the right,at any
<br /> time during and throughout the term of this PO, but not more than once during any State fiscal year,to request via written notice in accordance with the
<br /> notice provisions of this PO that the State audit its use of Vendor's intellectual property and certify as to its compliance with any applicable license or use
<br /> restrictions and limitations contained in this PO (an"Audit Request"). The Audit Request shall specify the time period to be covered by the audit, which
<br /> shall not include any time periods covered by a previous audit. The State shall complete the audit and provide certification of its compliance to Vendor
<br /> ("Audit Certification") within 120 days following the State's receipt of the Audit Request. If upon receipt of the State's Audit Certification, the parties
<br /> reasonably determine that:(a)the State's use of licenses,use of software,use of programs,or any other use of intellectual property during the audit period
<br /> exceeded the use restrictions and limitations contained in this PO("Overuse")and(b)the State would have been or is then required to purchase additional
<br /> rights to use Vendor's intellectual property("Additional Rights"),Vendor shall provide written notice to the State in accordance with the notice provisions
<br /> of this PO identifying any Overuse or required Additional Rights and request that the State bring its use into compliance with such use restrictions and
<br /> limitations. Notwithstanding anything to the contrary in this PO,or incorporated as a part of Vendor's or any subcontractor's website,click-through or online
<br /> agreements,third-party agreements,or any other documents or agreements between the parties,the State shall not be liable for the costs associated with
<br /> any Overuse or Additional Rights,during the audit period regardless of whether the State may have been notified in advance of such costs.
<br /> D. Vendor Records. Vendor shall maintain a file of all documents,records,communications,notes,and other materials relating to the work(the"Vendor
<br /> Records").Vendor Records shall include all documents,records,communications,notes and other materials maintained by Vendor that relate to any work
<br /> performed by Subcontractors, and Vendor shall maintain all records related to the work performed by Subcontractors required to ensure proper
<br /> performance of that work. Unless a longer period is required in this PO or any attachment or exhibit to this PO,Vendor shall maintain Vendor Records
<br /> until the last to occur of: (a)the date three years after the date this Purchase Order expires or is terminated, (b)final payment under this Purchase Order
<br /> is made, (c)the resolution of any pending Purchase Order matters,or(d)if an audit is occurring,or Vendor has received notice that an audit is pending,
<br /> the date such audit is completed and its findings have been resolved (the "Record Retention Period"). Vendor shall permit the State, the federal
<br /> government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy, and transcribe Vendor Records
<br /> during the Record Retention Period.Vendor shall make Vendor Records available during normal business hours at Vendor's office or place of business,
<br /> or at other mutually agreed upon times or locations, upon no fewer than two Business Days' notice from the State, unless the State determines that a
<br /> shorter period of notice,or no notice,is necessary to protect the interests of the State. The State, in its discretion,may monitor Vendor's performance of
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<br /> Effective 7/1/2019
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