Exhibit X

State of Oregon

Part 1

SaaS Rider and Agreement[A1]

This rider (“Rider”) to the Terms of Use[A2]between [name], a [state] Corporation (“Licensor” or “Contractor”) and the State of Oregon, acting through its [agency] (“Licensee” or “Agency”), dated [date], a copy of which is attached as Part 2 of this Exhibit X, amends and supersedes any provision to the contrary in the Terms of Use. The Contract, this Rider, and the Terms of Use constitute the entire agreement (collectively “Agreement”) between the parties and merge all prior and contemporaneous communications with respect to the matters described in this Agreement.

Notwithstanding any language in the Terms of Use to the contrary, Contractor and Agency agree as follows:

  1. Services. The Terms of Use pertain to Contractor’s [name and describe service] Service, theApplication Services described in the Contract.
  1. Effective Date and Term. This Agreement is effective on [date] or when it is fully executed and approved according to applicable laws, rules and regulations, whichever date is later (“Effective Date”).This Agreement continues in effect until the Contract is terminated or expires.
  1. Security and Data Privacy. Contractor’s Service is provided via dedicated, secure [name hosting contractor, if applicable, and level/type of hosting security met], and Contractor’s Service meets [specify security standard] requirements. Contractor’s security measures, including as described in Section X of the Terms of Service, will meet [specify security standard, including Contract Hosting and Security Exhibit K] criteria throughout the term of this Agreement.
  1. Agency Data.

4.1.“Agency Data”[defined in Section 1 of the Contract] means information created and information stored by Agency through the Services, and information created and collected by Contractorregarding Agency and its clientsduring the course of providing the Services[, including Personal Information].

4.2.As specified in the Contract, Agency owns all Agency Data provided to or collected by Contractor pursuant to this Agreement. Agency grants Contractor a non-exclusive, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Agency Data only to fulfill the purposes of this Agreement. Agency’s license to Contractor is limited by the term of the Agreement and the confidentiality obligations of this Agreement.

4.3.Prohibition on Data Mining. As specified in the Contract, Contractor shall not capture, maintain, scan, index, share or use Agency Data stored or transmitted by the Services, or otherwise use any data-mining technology, for any non-authorized activity and shall not permit its agents or subcontractors to do so. For purposes of this requirement, “non-authorized activity” means the data mining or processing of data, stored or transmitted through the Services, for unrelated commercial purposes, advertising or advertising-related purposes, or for any other purpose other than security analysis that is not explicitly authorized in this Agreement.

4.4.Upon Agreement termination, Contractor shall comply with Contract Section 16.6, Return of Property, andensure Agency will have access to Agency Data in accordance with the Transition Plan agreed upon under Contract Section 3.9.3.

  1. Confidentiality.

5.1.Any obligation of Agency to maintain the confidentiality of Contractor’s proprietary information provided to Agencythrough the Application Services is conditioned by and subject to Agency’s obligations under the Oregon Public Records Law, Oregon Revised Statutes (ORS) 192.410 to 192.505, including as described in Contract Section 10, Contractor’s Proprietary Information; Oregon Public Records Laws.

5.2.Any information Contractor or its employees, subcontractors, or agents receive or acquire relating to Agency or Agency’s clients under the Terms of Use is subject to Contract Section 9, Contractor’s Duties of Confidentiality and Non-Disclosure, and other federal and Oregon laws governing [Personal Information and other forms of] Confidential Information.

5.3.Contractor shall comply with the Oregon Consumer Identity Theft Protection Act, ORS 646A.600 through 606A.628, to the extent applicable to this Agreement.

  1. Warranties. Application Services warranties are as described in Contract Section 11.
  1. Limits on AgencyIndemnification. To the extent Agency is required under the Terms of Use to indemnify or hold Contractor harmless against claims brought by third parties against Contractor, Agency’s obligation to indemnify is subject to the limitations of Article XI, section 7 of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300.
  1. Contractor’s Limitation of Liability;Indemnification.

8.1.Contractor’s aggregate liability is as described in Contract Section 13.

8.2.Contractor’s indemnities are described in Contract Section 12.

  1. Defense of Claims. Contractor’s rights and obligations as to control of defense and settlement under the Terms of Use are as described in Contract Section 12.3.
  1. Governing Law; Jurisdiction; Venue. As required by Contract Section 19.2, this Agreement is to be construed and enforced in accordance with the laws of the State of Oregon, without giving effect to its conflict of law principles, and applicable federal law. Venue and jurisdiction for any dispute are as described in Contract Section 19.1.
  1. Attorney Fees. Neither party to this Agreement is entitled to obtain judgment from the other party for attorney fees it has incurred in any litigation between the parties or in defense of any claim asserted by a third party.
  1. Dispute Resolution. Any dispute between the parties under the Terms of Use that is not resolved through informal discussions may be submitted to mediation upon the consent of both parties. If informal discussions or mediation are unsuccessful, either party may initiate litigation to resolve the dispute. The parties specifically disclaim any right to arbitration of disputes.
  1. Payment. Agency’s obligation to pay late charges is subject to ORS 293.462.
  1. Incorporation of Oregon Statutes. ORS 279B.220, 279B.230 and 279B.235 are incorporated into this Agreement by reference.
  1. Termination for Lack of Funding. Without limiting Agency’s right to terminate the Contract under Contract Section 16, nothing in this Agreement may be construed to permit any violation of Article XI, Section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of Oregon. Agency’s payment for services performed or license fees due after the last Calendar Day of the current biennium is contingent upon Agency receiving funding, appropriations, limitations, allotments or other expenditure authority from the Oregon Legislative Assembly (including its Emergency Board) sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to compensate Contractor. Agency may immediately terminate this Agreement upon written notice if Agency fails to receive funding, appropriations, limitations, allotments, or other expenditure authority as contemplated by Agency’s budget or spending plan and Agency determines, in its assessment and ranking of the policy objectives explicit or implicit in its budget or spending plan, that it is necessary to terminate this Agreement.
  1. Independent Contractor. As described in Contract Section 5, Contractor shall act at all times as an independent contractor and not as an agent or employee of Agency. Contractor has no right or authority to incur or create any obligation for or legally bind Agency in any way. Although Agency reserves the right to evaluate the quality of Contractor’s completed performance, Agency cannot and will not control the means or manner by which Contractor performs its obligations under this Agreement, except to the extent the means and manner in which these obligations are to be performed is specifically set forth in this Agreement. Contractor shall determine the appropriate means and manner of performing its obligations. Contractor is not an "officer," "employee" or "agent" of Agency or any other agency, office, or department of the State of Oregon, as those terms are used in ORS 30.265, and Contractor shall make no representations to third parties to the contrary. Neither party shall make any statements, representations, or commitments of any kind or to take any action binding on the other except as provided for in the Contract or authorized in writing by the party to be bound.
  1. Order of Precedence. In the event of any conflict between the Contract, Rider, the Terms of Use, and any terms and conditions published by Contractor on or after the Effective Date of this Agreement and any terms presented to an end user in a ‘click wrap’ or end user agreement, the conflict will be resolved in that order.
  1. Publicity. As stated in Contract Section 9.9, Contractor may disclose the form and existence of this Agreement in advertising, press releases or other materials distributed to prospective customers, but shall not otherwise attempt to obtain publicity from its association with Agency or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by Agency or the State of Oregon of Contractor’s Application Services, without the prior written consent of Agency.
  1. Records Maintenance and Access. Contractorshall maintain all records in accordance with Contract Section 21.
  1. Counterparts. This Rider may be executed in two or more counterparts, by facsimile or otherwise, each of which is an original, and all of which together constitute one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart.
  1. Tax Compliance Certificate. By executing this Rider, the undersigned certifies under penalty of perjury that the undersigned is authorized to act on behalf of Contractor and that, to the best of the undersigned’s knowledge, Contractor is not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 401.792 to 401.816 (Tax For Emergency Communications), chapters 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), and 323 (Cigarettes And Tobacco Products Tax), and the elderly rental assistance program under ORS 310.630 to 310.706; and any local taxes administered by the Department of Revenue under ORS 305.620.

LICENSOR/CONTRACTOR:LICENSEE/AGENCY:

The State of Oregon, acting through

By: By:

As: As:

Attachments:

Exhibit X Part 2 – Terms of Use

DM 6545888 v 5 SaaS Rider as ExhibitPage 1 of 5

[A1]CONFER WITH DOJ BEFORE USE.

This document would be used as an exhibit to a contractbased on the SaaS template, or a contract for SaaS entered into through a price agreement. IT IS NOT A STAND-ALONE AGREEMENT OR RIDER.

Some terms may be duplicative of the contract to which this is an exhibit. Work with DOJ to make sure the provisions say the same thing, or the duplicative language in this rider is changed to refer to the correct relevant section of the terms and conditions. (And presume these are the recommended terms.)

[A2]This may have another name, such as ‘Subscription Services.’ Use the power of Word to reflect the correct name of the Licensor’s terms of use in this document.