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Crossroads Software Maintenance and Enhancement Services VDH PAGE 20 Contract # VDH-21-707-0156
Documentation, in whole or in part, for its own use as required. This Documentation must include, but is not limited to, overview descriptions of all major functions, detailed step-by-step installation and operating procedures for each screen and activity, and technical reference manuals. Such Documentation must be revised to reflect any modifications, fixes or updates made by Supplier. VDH, at its own discretion, will have the right, as part of the license granted by Supplier, to modify or completely customize all or part of the Documentation in support of the authorized use of the licensed Application or Software. VDH may also duplicate such Documentation and include it in VDH’s User's document or platform. VDH shall continue to include Supplier's copyright notice.
20. VDH SELF-SUFFICIENCY At VDH's request, and pursuant to an order or SOW for Supplier's Services issued under this Contract, Supplier shall provide all assistance reasonably required by VDH to develop VDH's self- sufficiency in operating and managing any combination of the Solution, Software, products, or Services that Supplier provided to VDH under the Contract. During or after the Transition Period, VDH may, at its sole discretion, elect to order or continue Maintenance Services from Supplier, if authorized under the scope of the Contract, for any of the Software or hardware product, Components, or Solution Components delivered to VDH by Supplier.
21. COMPETITIVE PRICING Supplier warrants that each of the prices, charges, economic or product terms, or warranties granted under this Contract are fair, reasonable, and commensurate with the price, charge, economic or product term or warranty being offered by Supplier to other government customers that purchase substantially similar services or products, at similar volumes, and under substantially similar terms and conditions. Supplier shall notify VDH of any new services or products that become generally available to all government customers during the Term of this Contract. New products and services are subject to the commercial terms associated with those products and services and must be formally added to this Contract before they can be purchased. Supplier shall also offer VDH commercially available national government products and services promotions and rates available at the time of purchase under the terms of those promotions.
22. CONFIDENTIALITY A. Treatment and Protection Each Party shall: i. hold in strict confidence all Confidential Information of any other Party; ii. use the Confidential Information solely to perform or to exercise its rights under this Contract; and iii. not transfer, display, convey or otherwise disclose or make available all or any part of the other Party’s Confidential Information to any third-party. VDH may, however, disclose the Confidential Information as delivered by Supplier to subcontractors, contractors, or agents of VDH that are bound by non-disclosure agreements with VDH. Each Party shall take the same measures to protect against the disclosure or misuse of the Confidential Information as it takes to protect its own proprietary or confidential information, but in no event will such measures be less than reasonable care.
B. Return or Destruction Upon the termination or expiration of this Contract, or upon the earlier request of VDH, Supplier shall, at its own expense, i. promptly return all tangible Confidential Information (and all copies thereof except the record required by law) to VDH; or ii. upon written request from VDH, destroy any Confidential Information in Supplier’s possession or control, and provide VDH with written certification of the destruction. Additionally, Supplier shall cease all further use of VDH’s Confidential Information, whether in tangible or intangible form. VDH shall retain and dispose of Supplier’s Confidential Information in accordance with the Commonwealth’s records retention policies or, if VDH is not subject to the Commonwealth’s policies, in accordance with VDH’s own records retention policies. DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E