Page 6

Crossroads Software Maintenance and Enhancement Services VDH PAGE 6 Contract # VDH-21-707-0156

Crossroads Software Maintenance and Enhancement Services This Crossroads Software Maintenance and Enhancement Services CONTRACT (“Contract”) is entered into by and between the Virginia Department of Health (“VDH”), pursuant to § 2.2-2012 of the Code of Virginia (“Code”) and on behalf of the Commonwealth of Virginia (“Commonwealth”), and GCOM Software LLC (“Supplier”), a corporation headquartered at 9175 Guilford Road, Suite 101, Columbia, MD 21046, to be effective as of September 30, 2023 (“Effective Date”).

1. PURPOSE AND SCOPE This Contract sets forth the terms and conditions under which Supplier shall provide Crossroads Software Maintenance and Enhancement Services as described in:

EXHIBIT A – FUNCTIONAL REQUIREMENTS/PERFORMANCE WORK STATEMENT.

2. DEFINITIONS Capitalized terms used in this Contract have the meaning as provided (i) where each term is used in the Contract unless the term is (ii) set forth in this “Definitions” section below which lists the capitalized terms used in this Contract and provides a definition for the term.

A. Agency The Virginia Department of Health (VDH), of the Commonwealth of Virginia pursuant to the Code of Virginia Title 32.1 (§§ § 32.1 et seq.), or any successor agency. B. Agent Any third party independent agent of VDH. C. Acceptance: The written acknowledgement by the Agency of successful delivery and performance by the Supplier of its contractual commitments at the location(s) designated in the Contract, including completed and successful acceptance testing in conformance with the Requirements as determined by the Agency and set forth in the Contract. D. Authorized User: Any appropriately cleared individual as defined in the Crossroads User Group Charter (Exhibit F) with a requirement to access the system to complete necessary job functions or for performing maintenance or assisting with the system in a lawful purpose. E. Claim Any and all losses, damages, claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, assessments, fines, penalties (whether criminal or civil), judgments, settlements, expenses (including attorneys’ and accountants’ fees and disbursements), and costs. Collectively, “Claims”. F. Code The Code of Virginia, as amended, and all laws in the titles, chapters, articles and sections contained therein. G. Commercial Off-The-Shelf (“COTS”) Software Software that is general in nature, not broad enterprise applications, which can be purchased and used immediately “as is,” without modification, in the same form in which it was sold in the commercial marketplace. Standard options are not considered modifications. H. Commonwealth The Commonwealth of Virginia. I. Commonwealth Indemnified Parties Means, collectively and individually, the Commonwealth, VDH and their officers, directors, agents, and employees. J. Component Any part or service of the Solution, Software, or Deliverable delivered by Supplier under this Contract, including SOWs. DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E