The document is a contract between the State and a Vendor for the delivery of services and deliverables. The contract grants the Vendor a royalty-free, fully paid, worldwide, perpetual, non-exclusive license for the Vendor's internal use of non-confidential deliverables.
The document also includes provisions regarding the Vendor's responsibility to defend the State against any claims of patent or copyright infringement or trade secret violation related to the services or deliverables provided by the Vendor. The Vendor is required to pay any costs and damages awarded against the State in such actions. The Vendor is also given the option to procure the right to continue using the goods or software, or to replace or modify them to become non-infringing if they become the subject of an infringement claim. If these options are not feasible, the Vendor agrees to take back the infringing goods or software and refund any payments made by the State.
The document further states that if any Contract term fails to conform to any material requirement of the Contract specifications, notice of the failure is provided by the State. In such cases, the Vendor is required to rectify the failure within a specified time period.
The document also includes provisions regarding access to the Vendor's records and books for examination by the State, State Auditor, and federal officials. The Vendor is required to retain these records for a minimum of three years after the completion of the contract.
The contract also addresses the assignment of the contract and insurance coverage requirements for the Vendor. The Vendor is required to provide and maintain various types of insurance coverage during the term of the contract.
Finally, the document includes provisions for dispute resolution and default in the event that the Vendor's deliverables do not conform to the contract specifications.