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Master Solutions Agreement
<br />
<br />A-1
<br />Revised August 2022
<br />MSA
<br />Annex A – MSA General Terms
<br />1. DEFINITIONS
<br />(a) "Confidential Information" means confidential and/or proprietary information related to technology and business
<br />activities, including, but not limited to, business outlooks, revenue, pricing, trade secrets, computer hardware,
<br />programs and software (including, but not limited to, code, software output, screen displays, file hierarchies,
<br />graphics and user interfaces), formulas, data, inventions, techniques, product designs, strategies, third party
<br />confidential information, and all other information that is clearly marked or identified as confidential or
<br />proprietary when disclosed to the receiving Party or could be reasonably understood by the receiving Party to be
<br />confidential or proprietary.
<br />(b) “County Data” means all data, records, and information, in any form, that is created, collected, received,
<br />maintained, processed, stored, or transmitted by Trace3 or its Subcontractors on behalf of, or provided by or on
<br />behalf of, the County in connection with this Agreement, including any County Confidential Information.
<br />(c) "Deliverable Specifications" means the requirements (including levels of accuracy, quality, completeness,
<br />timeliness, responsiveness, resource efficiency and productivity) set forth in a SOW or Purchase Order and used
<br />to measure the completeness or adequacy of the Deliverables.
<br />(d) "Fees" means amounts payable by Client to Trace3 for the provision of the Deliverables.
<br />(e) "Invoice" means a written invoice submitted by Trace3 to Client for the payment of Fees.
<br />(f) “Personnel” means the employees, agents, and representatives of Trace3 who perform work or provide
<br />Deliverables under this Agreement, and, where the context requires, Subcontractor Personnel.
<br />(g) "Purchase Order" means a written order to purchase Deliverables, issued and signed by Client and accepted by
<br />Trace3 in its sole discretion.
<br />(h) "SOW" means a mutually agreed upon written Statement of Work signed by the Parties, which authorizes and
<br />specifies the pricing terms, technical specifications and performance requirements for Trace3 to provide and
<br />deliver the Deliverables, as may be modified from time to time by way of the project change process described in
<br />Section 3 (Project Change Process).
<br />(i) “Subcontractor” means any third party to whom Trace3 delegates any of its duties or obligations under this
<br />Agreement or any SOW or Purchase Order, at any tier.
<br />(j) “Subcontractor Personnel” means the employees, agents, and representatives of a Subcontractor.
<br />2. DELIVERABLES
<br />(a) Scope of Deliverables. Trace3 will provide certain Deliverables to Client in accordance with the terms and
<br />conditions of this Agreement and one or more SOWs.
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