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under this PO and its attachments to which the State is a party and (b) all amounts payable to Vendor
<br /> pursuant to this PO and its attachments and the State's obligations under this PO or to any amounts
<br /> payable to Vendor in relation to this PO, which records shall contain sufficient information to permit
<br /> Vendor to confirm the State's compliance with the use restrictions and payment obligations under this
<br /> PO or to any third-party use restrictions to which the State is a party. Vendor retains the exclusive
<br /> rights, title and ownership to any and all pre-existing materials owned by or licensed to Vendor
<br /> including, but not limited to all pre-existing software, licensed products, associated source code,
<br /> machine code, text images, audio, video, and third-party materials, delivered by Vendor under this PO,
<br /> whether incorporated in a deliverable or necessary to use a deliverable (collectively, "Vendor
<br /> Property"). Vendor Property shall be licensed to the State as set forth in a State-approved license
<br /> agreement: (c) entered into as exhibits or attachments to this PO, (d) obtained by the State from the
<br /> applicable third-party Vendor, or (e) in the case of open source software, the license terms set forth in
<br /> the applicable open source license agreement. Notwithstanding anything to the contrary herein, the
<br /> State shall not be subject to any provision incorporated in any exhibit or attachment attached hereto,
<br /> 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
<br /> document or agreement between the parties that (i) requires the State to indemnify Vendor or any other
<br /> party, (ii) is in violation of State laws, regulations, rules, fiscal rules, policies, or other State requirements
<br /> as deemed solely by the State, or (iii) 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
<br /> intellectual property, Vendor shall have the right, at any time during and throughout the term of this PO,
<br /> but not more than once during any State fiscal year, to request via written notice in accordance with
<br /> the notice provisions of this PO that the State audit its use of Vendor's intellectual property and certify
<br /> as to its compliance with any applicable license or use restrictions and limitations contained in this PO
<br /> (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
<br /> provide certification of its compliance to Vendor ("Audit Certification") within 120 days following the
<br /> 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
<br /> other use of intellectual property during the audit period exceeded the use restrictions and limitations
<br /> contained in this PO ("Overuse") and (b) the State would have been or is then required to purchase
<br /> additional rights to use Vendor's intellectual property ("Additional Rights"), Vendor shall provide written
<br /> notice to the State in accordance with the notice provisions of this PO identifying any Overuse or
<br /> required Additional Rights and request that the State bring its use into compliance with such use
<br /> restrictions and limitations. Notwithstanding anything to the contrary in this PO, or incorporated as a
<br /> part of Vendor's or any subcontractor's website, click-through or online agreements, third-party
<br /> agreements, or any other documents or agreements between the parties, the State shall not be liable
<br /> for the costs associated with any Overuse or Additional Rights, during the audit period regardless of
<br /> 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,
<br /> and other materials relating to the work (the "Vendor Records"). Vendor Records shall include all
<br /> documents, records, communications, notes and other materials maintained by Vendor that relate to
<br /> any work performed by Subcontractors, and Vendor shall maintain all records related to the work
<br /> performed by Subcontractors required to ensure proper performance of that work. Unless a longer
<br /> period is required in this PO or any attachment or exhibit to this PO, Vendor shall maintain Vendor
<br /> Records until the last to occur of: (a) the date 3 years after the date this Purchase Order expires or is
<br /> terminated, (b) final payment under this Purchase Order is made, (c) the resolution of any pending
<br /> Purchase Order matters, or (d) if an audit is occurring, or Vendor has received notice that an audit is
<br /> pending, the date such audit is completed and its findings have been resolved (the "Record Retention
<br /> Period"). Vendor shall permit the State, the federal government, and any other duly authorized agent
<br /> of a governmental agency to audit, inspect, examine, excerpt, copy, and transcribe Vendor Records
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<br /> Effective 7/1/2022
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