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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
<br /> CRS § 24-37.5-102 (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
<br /> which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State
<br /> observes one of the holidays listed in CRS §24-11-101(1); (b)"CJI" means criminal justice information collected by criminal
<br /> justice agencies needed for the performance of their authorized functions, including, without limitation, all information
<br /> 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)
<br /> "HIPAA" means the federal Health Information Portability and Accountability Act; (d) "Incident" means any accidental or
<br /> deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification,
<br /> disruption, or destruction of any communications or information resources of the State, pursuant to CRS §§24-37.5-401 et
<br /> 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
<br /> health information, including, without limitation any information whether oral or recorded in any form or medium that relates
<br /> to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or
<br /> the past, present or future payment for the provision of health care to an individual; and that identifies the individual or with
<br /> 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
<br /> personally identifiable information including, without limitation, any information maintained by the State about an individual
<br /> that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of
<br /> birth, mother's maiden name, or biometric records, including, without limitation, all information defined as personally
<br /> identifiable information in CRS §24-72-501. "PII" shall also mean "personal identifying information" as set forth at § 24-74-
<br /> 102, et. seq., C.R.S. ; (h) "State Confidential Information" means any and all State Records not subject to disclosure
<br /> under the Colorado Open Records Act, CRS §§24-72-200.1, et seq. ("CORA"), and includes, without limitation, PII, PHI,
<br /> PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA; (i) "State Records" means
<br /> any and all State data, information, and records, regardless of physical form; (j)"Tax Information" means federal and State
<br /> of Colorado tax information including, without limitation, federal and State tax returns, return information, and such other
<br /> tax-related information as may be protected by federal and State law and regulation, including, without limitation all
<br /> information defined as federal tax information in Internal Revenue Service Publication 1075; and (k)"Work Product"means
<br /> the tangible and intangible results of the delivery of goods and performance of services, whether finished or unfinished,
<br /> including drafts.
<br /> B. Intellectual Property. Except to the extent specifically provided elsewhere in this PO, any State information, including
<br /> without limitation pre-existing State software, research, reports, studies, data, photographs, negatives or other documents,
<br /> drawings, models, materials; or Work Product prepared by Vendor in the performance of its obligations under this PO shall
<br /> be the exclusive property of the State (collectively, "State Materials"). Vendor shall deliver all State Materials to the State
<br /> 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
<br /> use, willingly allow, cause or permit any State Materials to be used for any purpose other than the performance of Vendor's
<br /> obligations hereunder without the prior written consent of the State. The State shall maintain complete and accurate records
<br /> relating to (a) its use of all Vendor and third party software licenses and rights to use any Vendor or third party software
<br /> granted under this PO and its attachments to which the State is a party and (b) all amounts payable to Vendor pursuant to
<br /> this PO and its attachments and the State's obligations under this PO or to any amounts payable to Vendor in relation to
<br /> this PO, which records shall contain sufficient information to permit Vendor to confirm the State's compliance with the use
<br /> restrictions and payment obligations under this PO or to any third-party use restrictions to which the State is a party. Vendor
<br /> retains the exclusive 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, machine code,text images,
<br /> audio, video, and third-party materials, delivered by Vendor under this PO, whether incorporated in a deliverable or
<br /> necessary to use a deliverable (collectively, "Vendor Property"). Vendor Property shall be licensed to the State as set forth
<br /> in a State-approved license agreement: (c) entered into as exhibits or attachments to this PO, (d) obtained by the State
<br /> from the applicable third-party Vendor,or(e)in the case of open source software,the license terms set forth in the applicable
<br /> open source license agreement. Notwithstanding anything to the contrary herein, the State shall not be subject to any
<br /> provision incorporated in any exhibit or attachment attached hereto, any provision incorporated in any terms and conditions
<br /> appearing on any website, any provision incorporated into any click through or online agreements, or any provision
<br /> incorporated into any other document or agreement between the parties that (i) requires the State to indemnify Vendor or
<br /> any other party, (ii) is in violation of State laws, regulations, rules, fiscal rules, policies, or other State requirements as
<br /> deemed solely by the State, or(iii) is contrary to this PO.
<br /> Page 5 of 8
<br /> Effective 7/1/2022
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