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Crossroads Software Maintenance and Enhancement Services VDH PAGE 13 Contract # VDH-21-707-0156
iii. All Deliverables provided or delivered pursuant to this Contract are at the current release level unless VDH specifies an older version. iv. No Maintenance Services, engineering change, or revision made to any Supplier-provided Deliverables will v. (a) degrade the performance of any Deliverable or its components to a level below that defined in the Requirements or the product manufacturer's or Software Publisher's published specifications, as applicable; (b) cause any other warranty to be breached; or (c) require VDH to acquire additional hardware equipment or software. G. Malicious Code Supplier has used commercially reasonable efforts through quality assurance procedures to verify that there are no Computer Viruses or undocumented features in any of the Deliverables, as obligated and provided by Supplier, at the time of delivery to VDH. Supplier has used the best available means to scan any media provided to VDH. Supplier warrants that the Deliverables, as obligated and provided by Supplier, do not contain any embedded device or code (e.g., time bomb) that is intended to obstruct or prevent VDH’s use of the Deliverables. Notwithstanding any rights granted under this Contract or at law, Supplier waives, under any and all circumstances, any right it has or may have in the future to exercise its license termination rights by electronic means. Supplier agrees that VDH may pursue all remedies provided under law in the event of a breach or threatened breach of this section, including injunctive or other equitable relief. H. Open Source Supplier will notify VDH if any Deliverables, as obligated and provided by Supplier, contain any Open Source code and identify the specific Open Source License that applies to any embedded code dependent on Open Source code, provided by Supplier under this Contract. I. Supplier’s Viability Supplier has the financial capacity to perform and continue to perform its obligations under this Contract. Supplier has no constructive or actual knowledge of a potential legal proceeding being brought against Supplier that could materially adversely affect the performance of this Contract. Further, Supplier is not prohibited by any contract, or order by any court of competent jurisdiction from entering into this Contract. J. Supplier’s Past Experience Supplier has met similar contractual obligations and fulfilled the Requirements as set forth in Exhibit A and in this Contract, in similar or greater complexity, to other customers without significant problems due to Supplier’s performance and without causing a contractual breach or default claim by any customer.
7. RESERVED
8. RIGHTS TO WORK PRODUCT Any license to pre-existing work will be held, and all rights in, title to, and ownership of Work Product will vest, pursuant to the terms of the “Licensing Within the Commonwealth” section of this Contract below. A. Work Product VDH and Supplier mutually acknowledge that performance of this Contract will result in Work Product. The Parties shall document all Work Product specifications and these specifications will be set forth in Exhibit A and incorporated into this Contract. Supplier shall promptly and fully disclose to the Commonwealth or VDH any and all Work Product generated, conceived, reduced to practice, or learned by Supplier or any Supplier Personnel, either solely or jointly with others, during the term or performance of this Contract, which in any way relates to the business of the Commonwealth or VDH. Supplier and Supplier Personnel shall not make use of, or disclose to others, any proprietary information relating to the Work Product, other than as is required in the performance of this Contract. All Services performed pursuant to this Contract will include delivery of all source and object code and all executables and documentation for all Work Product. At no time may Supplier deny VDH access to the Work Product, regardless of form. DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E