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Crossroads Software Maintenance and Enhancement Services VDH PAGE 11 Contract # VDH-21-707-0156

H. Contract Kick-Off Meeting Within 30 calendar days of the notice to proceed, Supplier may be required to attend a contract orientation meeting, along with the VDH contract manager/administrator, VDH project manager(s) or authorized representative(s), and any other significant stakeholders who have part in the successful performance of this Contract. The purpose of this meeting will be to review all contractual obligations for both parties, all administrative and reporting requirements, and to discuss any other relationship, responsibility, communication and performance criteria set forth in the Contract. I. Transition Out Plan Within three (3) months of the Effective Date, Supplier will develop and distribute to VDH a Transition Out Plan. The Supplier will maintain the Transition Out Plan throughout the Term and update the Transition Out Plan as needed and subject to VDH’s approval. J. Contract Closeout Prior to the Contract’s expiration date, Supplier may be provided contract closeout documentation by VDH. If contract closeout documentation is provided, then Supplier shall complete, sign, and return to VDH Administrative Services Division any required documentation within 30 calendar days of receipt to ensure completion of closeout administration and to maintain a positive performance reputation with the Commonwealth. Any required closeout documentation not received within 30 calendar days of Supplier’s receipt of the Commonwealth's request will be documented in the contract file as Supplier non-compliance. Supplier’s non-compliance may affect any pending payments due to the Supplier, including final payment, until the documentation is returned to VDH.

4. SUPPLIER PERSONNEL A. Selection and Management of Supplier Personnel Supplier shall ensure that all Supplier Personnel performing under this Contract are competent and knowledgeable of the contractual arrangements between VDH and Supplier. Supplier acknowledges that Supplier is the employer of all Supplier employees and shall have the sole responsibility to supervise, counsel, discipline, review, evaluate, set the pay rates of, provide (to the extent required by law) health care and other benefits for, and terminate the employment of Supplier employees. Supplier shall be solely responsible for the supervision and conduct of Supplier Personnel, including all acts, omissions, gross negligence, and willful misconduct of Supplier Personnel. Additionally, Supplier shall ensure that Supplier Personnel comply with VDH’s site security, information security and personnel conduct rules, as well as applicable federal, state and local laws, including export regulations. VDH reserves the right to require the immediate removal from VDH’s premises of any Supplier Personnel whom VDH believes has failed to comply with the above or whose conduct or behavior is unacceptable or unprofessional or results in a security or safety breach. B. Key Personnel Supplier may designate certain Supplier’s personnel as “Key Personnel” or “Project Managers”. Supplier’s obligations with respect to Key Personnel and Project Managers will be described in Exhibits C and J of the Contract. Any changes to Key Personnel must be mutually agreed to in writing by Supplier and VDH. Failure of Supplier to perform in accordance with such obligations may be deemed a breach of this Contract. C. Subcontractors Supplier shall not use Subcontractors to perform its contractual obligations pursuant to the Contract unless specifically authorized in writing to do so by VDH. If this Contract is supported in whole or in part with federal funds, Supplier may not subcontract to any Subcontractor that is a party excluded from Federal Procurement and Non-procurement Programs. In no event may Supplier subcontract to any Subcontractor that is debarred by the Commonwealth or that owes back taxes to the Commonwealth and has not made arrangements with the Commonwealth for payment of such back taxes. If Supplier subcontracts the provision of any performance obligation under this Contract to any other party, Supplier shall (i) act as prime contractor and will be the sole point of contact with regard to all obligations under this Contract; and (ii) represent and warrant that any authorized Subcontractors shall perform in accordance with the warranties set forth in this Contract. DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E