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Crossroads Software Maintenance and Enhancement Services VDH PAGE 8 Contract # VDH-21-707-0156
S. Escrow Agent The person or entity that holds and maintains all Software source code and related technical and user Documentation, along with a signed copy of the Escrow Agreement attached to this Contract as Exhibit E, in trust for the Parties as set forth in the “Escrow Agreement” section of this Contract below. T. Federal Tax Information (“FTI”) FTI consists of federal tax returns and return information (and information derived from it) that is in the possession or control of VDH, which is covered by the confidentiality protections of the Internal Revenue Code (“IRC”) and subject to the IRC § 6103(p)(4) safeguarding requirements including IRS oversight. FTI is categorized as “Sensitive” but “Unclassified” information and may contain personally identifiable information.
U. Maintenance Coverage Period (“MCP”) The period of time during which Supplier is obligated to provide Maintenance Services for a unit of Software or product. V. Maintenance Level The defined parameters of Maintenance Services, including the times during which, and time-frames in which, Supplier shall respond to a request for Maintenance Services. The available Maintenance Levels are defined in Exhibit I to this Contract. W. Maintenance Services Those services, preventive and remedial, provided or performed by Supplier under the Contract, as defined in Exhibit A – Functional Requirements – Performance Work Statement (PWS) and Exhibit A-1 Functional Requirement, in order to ensure continued operation of the product, Hardware, or Software, Enhancements. Maintenance Services include support services. Maintenance Services for Software may include the development of Work Product, if so authorized in the Contract. X. Party Supplier, VDH Y. Receipt VDH has physically received or has unfettered access to any Deliverable at the correct “ship-to” location. Z. Requirements The functional, performance, operational, compatibility, acceptance testing criteria, and other parameters and characteristics of the product, Software, Solution, Service(s), Application and Licensed Services and Deliverables, including any and all components, as authorized by any combination of the Contract, as set forth in Exhibit A or the applicable SOW, and such other parameters, characteristics, or performance standards that may be agreed upon in writing by the Parties. AA. Services Any work performed or service provided by Supplier – including the design and development of software and modifications, software updates, solution, products, implementation, installation, maintenance, support, testing, training, or other provision – in meeting the Requirements and fulfilling its obligations under the Contract. “Services” includes all functions, responsibilities, activities, and tasks of the Supplier that are an inherent, necessary, or customary part of the Services, or are required for the proper performance or provision of the Services. As permitted by the scope of the Contract, “Services” may include the discovery, creation, or development of Work Product. This definition does not include Licensed Services. BB. Software The programs and code provided by Supplier under the Contract as component(s) of any Deliverable or component of any Solution, and any subsequent modification of such programs and code. For COTS Software, “Software” means the programs and code, and any subsequent releases, provided by Supplier under this Contract as set forth in Exhibit B. If this Contract is for Software Maintenance, “Software” also includes the programs and code provided by Supplier under the Contract.
CC. Software Enhancements The software modifications described as enhancements in Exhibit A – Functional Requirements –
DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E