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Crossroads Software Maintenance and Enhancement Services VDH PAGE 23 Contract # VDH-21-707-0156

gives VDH adequate assurance of the future performance of this Contract. If this Contract has not been otherwise terminated and bankruptcy proceedings are commenced with respect to Supplier, then VDH may suspend all further performance of this Contract until Supplier assumes this Contract and provides adequate assurance of its performance of Supplier’s contractual obligations or rejects this Contract pursuant to Section 365 of the Bankruptcy Code or any similar or successor provision, it being agreed by VDH and Supplier that this is an executory contract. Any suspension of further performance by VDH pending Supplier’s assumption or rejection will not be a breach of this Contract, and will not affect the rights of VDH to pursue or enforce any of its rights under this Contract or otherwise.

29. GENERAL PROVISIONS A. Relationship Between VDH and Supplier Supplier has no authority to contract for, bind or commit to any agreement of any kind, or to assume any liabilities of any nature in the name of or on behalf of VDH. Under no circumstances will Supplier, or any Supplier Personnel, hold itself out as or be considered an agent or an employee of VDH and neither VDH will have any duty to provide or maintain any insurance or other employee benefits on behalf of Supplier or any Supplier Personnel. Supplier represents and warrants that it is an independent contractor for purposes of federal, state, and local employment taxes, and agrees that VDH is not responsible to collect or withhold for Supplier any federal, state, or local employment taxes, including, but not limited to, income tax withholding and social security contributions. Supplier shall pay or withhold any and all taxes, interest or penalties (including, but not limited to, any federal, state, or local withholding or employment taxes, and any penalties related to health care or employee benefits laws) that are imposed, assessed, or levied as a result of this Contract or Services performed pursuant to this Contract. Supplier shall reimburse VDH in the event that any taxes, interest or penalties are assessed against and paid by VDH as a result of this Contract. B. Licensing Within the Commonwealth Any and all licenses granted or provided pursuant to this Contract, whether to Work Product, System Software, COTS Software, or any other Software will be held by: i. the Commonwealth of Virginia, as VDH is an agency as defined by Code § 2.2-2006 C. Incorporated Contractual Provisions In addition to the terms, conditions, and obligations of this Contract, Supplier agrees to the “Mandatory Contract Terms” which consist of: • “Core Contractual Terms”;

• “RequiredD eVA Terms and Conditions”; and • “Mandatory Internal Revenue Service (IRS) Publication 1075 (required for FTI data only)” Each of these Mandatory Contract Terms are incorporated into this Contract by reference. Terms are located at https://www.vita.virginia.gov/procurement/contracts/mandatory-contract-terms/. Supplier agrees that non-compliance with the above-referenced Mandatory Contract Terms and IRS Publication 1075 may be deemed, solely by VDH, as a material breach of the applicable order or SOW or of the Contract. Supplier is responsible for verifying the correct and current version of this IRS publication and related safeguarding terms language and acknowledges that VDH will be held harmless. The terms and conditions set forth in documents posted at the URL above, and any successor URL(s), are subject to change pursuant to action by the legislature of the Commonwealth, change in VITA policy, adoption of revised eVA business requirements, or change to IRS Publication 1075. If a change is made to any of the Mandatory Contract Terms documents, a new effective date will be noted in the applicable document title. Supplier is advised to check the URLs, or their successors, periodically. D. Compliance with the Federal Lobbying Act Supplier’s signed certification of compliance with 31 U.S.C.§ 1352 (entitled "Limitation on use of appropriated funds to influence certain Federal Contracting and financial transactions") or by the regulations issued from time to time thereunder is incorporated as Exhibit G to this Contract. E. Ethics in Public Contracting By signing this Contract, Supplier warrants that its assent to this Contract is made without collusion DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E