Page 9

Crossroads Software Maintenance and Enhancement Services VDH PAGE 9 Contract # VDH-21-707-0156

Performance Work Statement (PWS) and Exhibit A-1 Functional Requirement. DD. Software Publisher The third-party licensor of the Software, other than the Supplier, provided by Supplier under this Contract. EE. Solution The Supplier’s contractually committed technical approach for solving an information technology business objective and associated Requirements as defined and authorized by the scope of the Contract. Solution means all Supplier and Supplier’s third-party providers’ components making up the Solution, including but not limited to Software, product, configuration design, implementation, Supplier-developed interfaces, Services and Work Product. FF. Subcontractor Any entity to which Supplier (or other Subcontractor of any tier) has subcontracted for performance of, or delegated any of its responsibilities under the Contract, including an affiliate of the Supplier. GG. Supplier The entity set forth in the preamble of this Contract and any entity that controls, is controlled by, or is under common control with Supplier. HH. Supplier Personnel Any and all of Supplier’s employees, agents, contractors, or subcontractors performing under this Contract. II. SWaM Any entity certified by the Commonwealth’s Department of Small Business and Supplier Diversity as a small, women-owned, minority-owned, or service disabled veteran-owned business, as defined in Code §§ 2.2-2000.1 and 2.2-4310, or a certified micro business as defined in Executive Order Number 35 (2019). JJ. Term The period of time beginning with the Effective Date and lasting for the length of time set forth in the “Contract Term” section below during which this Contract will be in full force and effect. KK. Transition Out Plan The written plan developed by Supplier addressing the transition of Supplier’s contractual obligations, in whole or in part, away from the Supplier and to VDH, or its designee, after the expiration or termination of the Contract. LL. Transition Period The period of time after the expiration or termination of the Contract that Supplier is obligated to continue providing assistance to VDH so as to transition the Supplier’s contractual obligations, or any portion thereof, to any other supplier. MM. Warranty Period The period of time during which Supplier is obligated to provide maintenance for a unit of Software or product. The Supplier will maintain, support, and provide warranty services of the Software or product for the duration of the contract. NN. Work Product Inventions, combinations, machines, methods, formulae, techniques, processes, improvements, software enhancements, updates, designs, computer programs, strategies, specific computer-related know-how, data and original works of authorship discovered, created, or developed by Supplier, or jointly by Supplier and VDH in the performance of this Contract. Work Product does not include configuration of software, nor does it include anything developed by Supplier prior to, or outside of, this Contract.

3. TERM AND TERMINATION A. Contract Term This Contract is effective and legally binding as of the Effective Date and, unless terminated as provided for in this section, will be effective and legally binding for a period of 36 months (“Term”). VDH, in its sole discretion, may extend this Contract for up to five (5) additional one (1) year periods after the expiration of the initial Term. VDH will issue a written notification to the Supplier stating DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E