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Crossroads Software Maintenance and Enhancement Services VDH PAGE 16 Contract # VDH-21-707-0156

D. Service Levels Supplier shall respond to problems with the Solution identified by VDH in accordance with Exhibit I – Supplier Service Level Requirements E. Software Evolution In the event that Supplier or Software Publisher merge or splinter the Software previously provided to VDH, Supplier shall not charge VDH additional support fees in order to receive enhancements, releases, upgrades, or support for the Software. If Supplier or Software Publisher reduces or replaces functionality contained in a licensed Software product and provides the same or substantially similar functionality as or within a separate or renamed Software product, then the Commonwealth or VDH will be entitled to license such Software product at no additional license or maintenance fee, and subject to the terms and conditions in this Contract. If Supplier or Software Publisher releases an option, future Software product, or other release that has substantially the same functionality as the Software products provided under this Contract, and the Software Publisher, or Supplier, or both, ceases to provide Maintenance Services for the older Software product, then Supplier shall offer the Commonwealth or VDH the option to exchange licenses for such replacement Software product or function at no additional charge. F. Escalation Procedures The escalation process is based on the premise that each Party will strive to resolve a dispute at the lowest level empowered to make a decision with escalation to a higher tier if there is a situation beyond their level of delegated authority or the Party’s representatives at that level reach an impasse. Escalation will continue until an issue is resolved or it has been escalated to the top of the governance structure. The first tier is the respective project managers. The second tier is the respective project directors. The third tier is the respective project executives. The fourth tier is the respective executive sponsor or, for Contractor, a C-level officer.

13. FEES, ORDERING, AND PAYMENT PROCEDURE A. Fees and Charges In consideration for the Supplier’s performance obligations under this Contract, VDH shall pay Supplier the fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit B attached to this Contract. Supplier will only be entitled to those fees owed for Supplier’s performance obligations and any additional Products and Services provided to VDH in accordance with the scope of this Contract and the Requirements, as authorized by Exhibit A, of the Contract. The fees, and any associated discounts, will be applicable throughout the Term of this Contract unless modified pursuant to the terms and conditions below. In the event the fees or discounts apply for any period less than the entire Term, Supplier agrees that it will not increase the fees during the first twelve (12) month period following the Effective Date, and will not increase the fees more than once in any subsequent twelve (12) month period thereafter. No increase in fee amounts will exceed the lesser of three percent (3%) or the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the Department of Labor (http://www.bls.gov/cpi/home.htm) for the period ending 60 to 90 days prior to the effective date of the increase compared with the same index one (1) year prior. Supplier must submit any change in price in writing to VDH in accordance with the above and will not become effective for 60 calendar days thereafter. Supplier agrees to offer price reductions to ensure compliance with the “Competitive Pricing” section of this Contract below. B. Reproduction Rights for Supplier-Provided Software At VDH’s request, Supplier shall provide VDH with a reproducible, portable data storage device (e.g. CD-ROM or USB flash drive) of Software. VDH will be responsible for making copies and distributing the Software and Updates as required. C. Ordering Notwithstanding VDH’s rights to license or purchase Supplier’s products or services under this Contract, Supplier shall accept any order placed by VDH through the Commonwealth’s electronic procurement website portal, eVA (http://www.eva.virginia.gov/). Supplier shall not accept any Purchase Order from VDH if the Purchase Order is to be funded, in whole or in part, by federal funds and if, at the time the Purchase Order is placed, Supplier is not eligible to be the recipient of federal funds as may be noted on any of the Lists of Parties Excluded DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E