Project Manager ERP / WFM Implementation

JPS Required Terms & Conditions

to be added to Vendor's proposed contract form

Term and Termination. The parties agree that this Agreement shall be for a period of three (3) years, commencing on the Effective Date ("Initial Term"). Thereafter, Customer may renew the Agreement for up to two (2) additional one-year terms by providing Vendor with written notice (email notice will be acceptable) of renewal no less than thirty (30) days prior to the expiration of the then-current term (any such renewal, a "Renewal Term" and together with the Initial Term, the "Term"). At the end of the Term of the Agreement, Customer reserves the right to extend the Agreement for up to 120 days to provide an opportunity to bring a new contract into place with another vendor. Either party may terminate this Agreement for cause upon a material breach by the other party of its obligations hereunder, which breach is not cured within fifteen (15) days after the breaching party is given a Notice of Material Breach (defined below). A "Notice of Material Breach" means written notice that includes in all capital letters "NOTICE OF MATERIAL BREACH" and also includes: (i) specific details identifying the material breach; and, (ii) the notifying party's specific recommendations of actions to be (or if appropriate, not to be) taken by the other party for it to cure the breach. Customer shall have the right to terminate this Agreement without cause at any time prior to such end of the Term of the Agreement by giving Vendor thirty (30) days prior written notice of such termination (hereinafter referred to as "Early Termination"). In the event of Early Termination, Customer agrees that it will pay all amounts due and owing Vendor for all Products provided by Vendor up to and including the date of termination. Customer also shall reimburse Vendor for all expenses incurred by Vendor in the performance of its obligations hereunder and which are or would be due to Vendor if Early Termination had not occurred. Customer acknowledges and agrees that in the event of such Early Termination, Vendor will not provide or otherwise perform any unnecessary part of the Products nor will it incur any unreasonable expenses, but it will perform only those obligations and incur only those expenses necessary to fulfill its obligations under this Agreement. Nothing set forth herein shall limit the Customer's rights or remedies.

Indemnity.

EXCEPT TO THE EXTENT OF ANY OTHER INDEMNITIES EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT WHICH SHALL TAKE PRECEDENCE CONTROL THIS INDEMNITY TO THE EXTENT OF THE MATTERS COVERED BY SUCH OTHER EXPRESSLY PROVIDED INDEMNITY(), VENDOR SHALL INDEMNIFY HOLD HARMLESS THE CUSTOMER, CUSTOMER'S MANAGERS, OFFICERS, AGENTS, EMPLOYEES, STAFF, REPRESENTATIVES, DIRECTORS (COLLECTIVELY, THE "CUSTOMER INDEMNITEES") FROM LOSSES (DEFINED BELOW) SHALL DEFEND THE CUSTOMER CUSTOMER INDEMNITEES AGAINST CLAIMS CAUSES OF ACTION OF THIRD PARTIES ARISING OUT OF OR RELATED TO ANY OF THE FOLLOWING, EXCEPT TO THE EXTENT CAUSED BY THE INTENTIONAL MISCONDUCT OF OR MISUSE OF THE PRODUCTS AND/OR SERVICES BY CUSTOMER OR ANY OF THE CUSTOMER INDEMNITEES OR A BREACH OF THIS AGREEMENT BY THE CUSTOMER: (1) A VIOLATION OF ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW, RULE, REGULATION OR ORDER APPLICABLE TO VENDOR /OR ITS EMPLOYEES OR REPRESENTATIVES; (2) ANY VIOLATION OR BREACH BY VENDOR OF ITS REPRESENTATIONS WARRANTIES TO THE CUSTOMER IN THE AGREEMENT; OR, THE THAT ANY OF SUCH REPRESENTATIONS WARRANTIES CEASES TO BE TRUE DURING THE TERM; (3) THE FAILURE OF VENDOR TO OBTAIN, OR CAUSE TO BE OBTAINED, ANY REQUIRED LICENSES, PERMITS OR CONSENTS FOR THE CUSTOMER TO RECEIVE USE THE PRODUCTS AND/OR SERVICES, OR ANY COMPONENT THEREOF, TO THE FULL EXTENT PROVIDED IN THIS AGREEMENT, EXCLUDING ANY REQUIRED CONSENT THAT IS NOT OBTAINED DUE TO THE CUSTOMER'S FAILURE TO PAY FOR SAME; (4) PERSONAL INJURIES, DEATH OR DAMAGE TO TANGIBLE PERSONAL OR PROPERTY TO THE EXTENT CAUSED BY NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF VENDOR OR ANY VENDOR EMPLOYEE OR VENDOR REPRESENTATIVE.

VENDOR AGREES TO, SHALL, INDEMNIFY HOLD CUSTOMER HARMLESS AGAINST ANY LOSSES TO THE EXTENT THE SAME ARISE OUT OF OR ASSERTED AGAINST CUSTOMER ALLEGING THAT THE PRODUCT AND/OR SERVICES INFRINGE ANY UNITED STATES PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD-PARTY, PROVIDED THAT (1) CUSTOMER GIVES VENDOR WRITTEN NOTICE WITHIN FIFTEEN (15) DAYS AFTER CUSTOMER'S ACTUAL KNOWLEDGE OF THE EXISTENCE THEREOF, OF ANY SUCH CLAIMS, DAMAGES, OR EXPENSES, (2) CUSTOMER AGREES TO COOPERATE REASONABLY WITH VENDOR AS REASONABLY NECESSARY TO DEFEND, SETTLE, REIMBURSE, OR AVOID ANY SUCH CLAIMS, DAMAGES EXPENSES, (3) THE PRODUCT AND/OR SERVICES AS OF THE ALLEGED DATE OF INFRINGEMENT WAS IN THE SAME FORM CONFIGURATION AS ORIGINALLY SUPPLIED BY VENDOR HAD NOT BEEN MODIFIED IN ANY WAY WITHOUT THE PRIOR WRITTEN CONSENT OF VENDOR.

FOR PURPOSES OF THIS SECTION, THE WORD "LOSSES" MEANS ASSESSMENTS, LOSSES, DAMAGES, COSTS, EXPENSES, LIABILITIES, JUDGMENTS, AWARDS, FINES, SANCTIONS, PENALTIES, CHARGES, AMOUNTS RESULTING FROM, OR AGREED TO BE PAID IN SETTLEMENT OF, ANY THIRD-PARTY CLAIM OR ALLEGATION INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY OTHER LEGAL FEES COSTS EXPENSES OF INVESTIGATING OR DEFENDING AGAINST SUCH CLAIM OR ALLEGATION.

Upon timely receipt of Customer's written notice, Vendor will assume the defense of any claims (as described above) against Customer. Customer agrees to cooperate with Vendor in the defense or settlement of all such claims.

Vendor shall not be bound by the terms of any compromise or settlement agreement negotiated or concluded by Customer without the prior written consent of Vendor.

The terms of this Section will not apply to the extent of any use of the Products and/or Services in combination with products or devices not furnished by Vendor.

Confidentiality and HIPAA.

(a) Customer may disclose to Vendor in confidence or otherwise make available to Vendor certain material which is not generally known to the public ("Customer Confidential Information"), including, but not limited to, information pertaining to: research; pricing; procurement; distribution; personnel; compensation; financial statements or projections; business plans; contracts; systems development and implementation; scientific and mathematics techniques; infrastructure and technical configuration; security policies; methodologies and implementations; intellectual property; trade secrets; inventions; marketing plans; existing and potential clients, customers, patients, suppliers, vendors and other business relationships; and other information provided, delivered or made available by Customer or otherwise accessible to Vendor. Customer Confidential Information shall not include any protected health information ("PHI") as that term is defined at 45 CFR 160.103, which information is subject to the parties' BAA as well as state and federal laws and regulations.

(b) Vendor agrees to hold in confidence all Customer Confidential Information and to use such information only for the purpose of performing and completing the Services for Customer. Furthermore, Vendor will protect Customer Confidential Information received under this Agreement in the same manner and to the same extent to which it protects its own valuable proprietary information, but in all events using at least a reasonable standard of care. Vendor may not make any copies of Customer Confidential Information except in the course and scope of performing and completing the Services and all Customer Confidential Information (including but not limited to all copies thereof) shall be promptly returned by Vendor to Customer upon the termination or expiration of this Agreement, or sooner if demanded by Customer.

(c) Subject to the requirements of the limitations stated in Section 9 (Texas Public Information Act) below, Customer agrees to keep Vendor's proprietary information, including all information relating to the Services, confidential and not to use such proprietary information except as contemplated under this Agreement.

(d) The confidentiality obligations in this Agreement shall not apply to information: (1) in a receiving party's possession prior to disclosure under this Agreement unless disclosed to receiving party by the disclosing party under a prior agreement with the disclosing party for confidentiality or non-disclosure ("Prior NDA"), (2) which is or becomes publicly known through no fault on the part of receiving party, (3) received from a third party not under an obligation to the owner of such information not to disclose it, (4) independently developed by receiving party without the benefit of the information disclosed under either a Prior NDA or this Agreement (as to which receiving party has the burden of proof), (5) required to be disclosed by government regulation, statute, or judicial order, provided that prior to such disclosure and if reasonably possible, receiving party will inform the disclosing party of such requirements and permit the disclosing party to seek a protective order or other relief regarding such information, or (6) disclosed without confidentiality restrictions to any third party by or with the express permission of the disclosing party.

(e) The parties acknowledge the existence of applicable legal requirements pursuant to the federal Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder (collectively "HIPAA"). Attached to and incorporated in this Agreement as [Exhibit 1] is Customer's standard Business Associate Agreement ("BAA"). Vendor acknowledges that for all purposes under the BAA and this Agreement, Customer is a "Covered Entity" and Vendor is a "Business Associate". Furthermore, Vendor agrees to comply with and satisfy all of the terms and conditions of the BAA applicable to a Business Associate. Any violation of or failure to satisfy the terms and conditions of the BAA shall be a breach of this Agreement.

(f) This Section titled "Confidentiality and HIPAA" and the BAA shall survive the termination or expiration of the Agreement.

Expenses. Vendor will invoice Customer monthly for the Expenses (defined below) incurred during the applicable monthly period in performing the Services. "Expenses" means those reasonable and necessary out-of-pocket expenses for travel, hotel rooms, and meals, actually incurred by Vendor to perform and complete the Services, which, without the prior approval of Customer, shall exceed neither (i) $_______ [amount TBD based on expected travel, etc.], nor (ii) the applicable per diem lodging rates and per diem meals and incidental expense rates established by the General Services Administration ("GSA") for Tarrant County, Texas. Current GSA per diem lodging rates and per diem meals and incidental expense rates can be found at .

Exclusion and Ethics.

Vendor agrees that it will immediately report in writing to the Customer in the event, if ever, Vendor, including any of its officers, directors, employees, contractors or agents, becomes a target of any criminal investigation or any investigation that could result in debarment or exclusion Vendor or such other person from federally or state funded healthcare programs.

Vendor warrants and represents to Customer that Vendor has never been:

convicted of a criminal offense;

listed by a federal agency as debarred, excluded or otherwise ineligible for federal plan participation;

sanctioned by any federal or state law enforcement, regulatory or licensing agency; or,

excluded from any state or federal healthcare program.

Vendor further warrants and represents to the Customer that neither Vendor, nor any of Vendor's officers, directors, members, partners, shareholders (excluding shareholders, members and limited partners that own less than 5% of the combined voting power of Vendor), employees, contractors or agents:

is currently under criminal investigation or any investigation that could result in debarment or exclusion from federally or state funded healthcare programs; or

has ever been:

convicted of a criminal offense that is a felony or a misdemeanor of moral turpitude;

listed by a federal agency as debarred, excluded or otherwise ineligible for Federal plan participation;

sanctioned by any federal or state law enforcement, regulatory or licensing agency; or,

excluded from any state or federal healthcare program.

If any of the foregoing representations in this Section 5(b) or (c) ceases to be true, Vendor will immediately report same in writing to the Customer.

Upon receipt of any report required by Vendor hereunder or in the event of a failure to report by Vendor, the Customer may without penalty terminate this Agreement and other than the payment of any amounts due and owing through the date of termination, the Customer shall have no further obligations or liabilities hereunder.

Availability of Records. To the extent required by 42 U.S.C. 1395x(v)(1)(I), until the expiration of four (4) years after the furnishing of any services provided under this Agreement, Vendor shall make available, upon written request by the Secretary of the U.S. Department of Health and Human Services (the "Secretary") or by the U.S. Comptroller General (the "Comptroller General"), or by their respective duly authorized representatives, this Agreement, and all books, documents and records of Vendor that are necessary to certify the nature and extent of the costs of such services. If Vendor carries out the duties of this Agreement through a permitted subcontract worth $10,000 or more over a 12-month period with a related organization, to the extent required by 42 U.S.C. 1395x(v)(1)(I), such subcontract also shall contain a clause to the effect that until the expiration of four years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request by the Secretary, or upon request by the Comptroller General, or any of their duly authorized representatives, the subcontract, and books, documents and records of such organization that are necessary to verify the nature and extent of such costs.

Budgetary and Other Limitations.

Vendor acknowledges and agrees that Customer is a governmental entity and, as such, is subject to an annual budgetary process and the limitation and restrictions of fiscal funding. Notwithstanding any other provision herein, if and to the extent the obligations of this Agreement, either in its initial Term or in any automatically or otherwise renewed Term, should continue over into the Customer's subsequent fiscal years following that fiscal year when this Agreement was executed and funds are not appropriated or budgeted for this Agreement and completion of the Term in question, the Customer may terminate this Agreement without penalty and shall have no further obligation or liabilities hereunder. However, if the Agreement is terminated pursuant to the terms above, Customer agrees to pay for fees and charges incurred as of the termination date.

Vendor further acknowledges and agrees that there exist constitutional and statutory limitations ("Limitations") on Customer as a governmental entity respecting certain terms and conditions that may be part of this Agreement, including, but not limited to, (i) terms and conditions relating to liens on Customer's property, (ii) disclaimers and limitations of warranties, (iii) disclaimers and limitations of liability for damages, (iv) waivers, disclaimers and limitations of legal rights, remedies, requirements and processes, (v) limitations of periods to bring legal action, (vi) granting control of litigation or settlement to another party, (vii) liability for acts or omissions of third parties, (viii) payment of attorneys' fees, (ix) dispute resolution, (x) indemnities, and (xi) confidentiality, and any such terms and conditions related to the Limitations shall not be binding on Customer except to the extent authorized by the laws and constitution of the state of Texas.

Tax Exemption. Vendor acknowledges that Customer is exempt from the assessment of State sales, use and excise taxes, pursuant to . Further, Customer is exempt from Federal Excise Taxes under . Customer shall provide evidence of tax-exempt status to Vendor upon request.

Texas Public Information Act. Vendor acknowledges that Customer is a governmental body under Chapter 552 of the Texas Government Code and thereby acknowledges that certain information that is collected, assembled, or maintained in connection with the transaction of official business by a governmental body is considered public information potentially subject to disclosure pursuant to a valid Texas Public Information Act ("TPIA") request and hereby assumes full responsibility for challenging any requests for information it considers confidential under Chapter 552. Vendor's confidential information, which may include, but is not limited to, any trade secrets, financial information, and related proprietary information, ("Confidential Information") that is provided by Vendor to Customer under the terms of this Agreement may be subject to the exception to disclosure applicable to Customer under Chapter 552 of the Texas Government Code, Subchapter C. If a TPIA request for public information is made on Customer to disclose documents or information which contain what Vendor has identified to Customer to be, or is otherwise believed by Customer to be Confidential Information, Customer agrees to (i) promptly notify Vendor of such request for disclosure, and (ii) decline any such request for disclosure of such Confidential Information and file a written request with the Texas Attorney General's office seeking a determination as to whether such disclosure may be withheld; provided, however, failure to notify by Customer shall not be deemed a material breach of the Agreement. Customer is not required to take any further action with respect to any request made for determination by the Attorney General, and after any such request is made, all responsibility for briefing, supplementing and challenging the results of any requests to the Attorney General shall be Vendor's sole responsibility.

Chapters 2271, 2252, 2274, and 2276 Texas Government Code Verification.

Boycott of Israel Prohibited. In compliance with Section et seq. of the Texas Government Code, Vendor verifies that it does not boycott Israel and will not boycott Israel during the term of this Agreement. "Boycott Israel" is defined in Section of the Texas Government Code.

Scrutinized Business Operations Prohibited. In compliance with Section et seq. of the Texas Government Code, Vendor warrants, represents, and by its execution of this Agreement hereby verifies that: (1) Vendor does not engage in scrutinized business operations in Sudan; (2) Vendor does not engage in scrutinized business operations in Iran; and (3) Vendor does not engage in scrutinized business operations with designated foreign terrorist organizations. "Scrutinized business operations in Sudan" is defined in Section of the Texas Government Code. "Scrutinized business operations in Iran" is defined in Section of the Texas Government Code. "Scrutinized business operations with designated foreign terrorist organizations" is defined in Section of the Texas Government Code.

Boycott of Energy Companies Prohibited. In compliance with Section 2276.002 of the Texas Government Code (added by ), Vendor verifies that it does not boycott energy companies and will not boycott energy companies during the term of this Agreement. "Boycott energy company" is defined in Section 809.001(1) (added by ) and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by subsection (A).

Boycott of Firearm Entities or Firearm Trade Associations Prohibited. In compliance with Section 2274.002 of the Texas Government Code (added by ), Vendor verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of the Agreement against a firearm entity or firearm trade association. "Discriminate against a firearm entity or firearm trade association" is defined in Section 2274.001(3) (added by ) and means, with respect to the entity or association, to: (i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; the term does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association.

Governing Law; Jurisdiction. THE AGREEMENT SHALL BE GOVERNED BY INTERPRETED IN ACCORDANCE WITH THE OF THE STATE OF TEXAS, USA, WITHOUT REFERENCE TO ITS RELATING TO CONFLICTS OF LAW. Any legal action arising out of or relating to the Agreement shall be brought only in the state or federal courts located in Tarrant County, Texas, and the parties irrevocably consent to the jurisdiction and venue of such courts.

Order of Precedence. This Agreement is awarded to the Vendor pursuant to the District's Request for Proposal 2026XXXXXXX for (RFP NAME), all of whose material terms and conditions, including without limitation the RFP Project Scope and Minimum Requirements and Vendor's response thereto are incorporated herein; provided, however, that in the event of conflict between the terms of the RFP, Vendor's Response, and this Agreement, the terms of this Agreement shall prevail.

Liability. NEITHER PARTY, ANY THIRD-PARTY AUTHOR OF PRODUCTS AND/OR SERVICES SOFTWARE, SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH THE USE OF THE PRODUCTS AND/OR SERVICES.

Prohibition on Use of Name and Logo. Vendor agrees that it will not, without the prior written consent of Customer, use the names, logos, symbols, trademarks or service marks of the Customer, including but not limited to those associated with JPS Health Network, for any purposes or uses (expressly including but not limited to for Vendor's advertising, promotion or other marketing) other than those reasonably related to performing and completing the obligations under this Agreement. This section titled "Prohibition on Use of Name and Logo" shall survive the termination or expiration of this Agreement.

Termination Right. In the event of a change-in-control (defined below), Customer may without penalty terminate this Agreement and other than the payment of any amounts due and owing through the date of termination, the Customer shall have no further obligations or liabilities hereunder. A "change-in-control" means that (a) there occurs a reorganization, merger, consolidation or other corporate transaction involving Vendor (a "Transaction"), in each case with respect to which the owners of Vendor immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of Vendor or any other entity resulting from such Transaction; or, (b) all or substantially all of the assets of Vendor are sold, liquidated or distributed.

Insurance. During the term of this Agreement, Vendor will maintain . Furthermore, upon the execution of this Agreement and upon request any time thereafter, Vendor will furnish a then current certificate(s) of insurance.

Assignment Prohibited. Vendor may not, without the prior written consent of Customer, assign its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, and any attempt to do so shall be void and deemed a material breach of this Agreement.

Compliance with Laws. In providing the Services required by this Agreement, Vendor shall observe and comply with all applicable federal, state, and local statutes, ordinances, rules, and regulations, including, without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and non-discrimination laws and regulations. Vendor shall be responsible for ensuring its compliance with any laws and regulations applicable to its business, including maintaining any necessary licenses and permits.