COVENDIS MSP/VMS SUPPLIER AGREEMENT

1. Definitions. The following terms shall have “Customer” means any entity or
the meaning indicated below (all terms organization, including but not limited to its
defined in this section or in any other divisions, departments, institutions,
provision of this Agreement in the subsidiaries, affiliates, partners, suppliers,
singular are to have the same meanings customers, successors, and assigns, that
when used in the plural and vice versa): enters into a Customer Agreement with
Covendis or otherwise agrees to be
“Agreement” means this Covendis
governed by its terms and is listed in
MSP/VMS Supplier Agreement,
Schedule A. Additional Customers may be
together with any exhibits, schedules or
added by Covendis by completing an
attachments hereto, as such may be
additional schedule A for each new
amended, modified or supplemented from
Customer. “Customer Agreement” means
time to time.
that certain agreement by and between
“Bill” means, with respect to a Supplier, Customer and Covendis, including all
a time and expense bill or bill for work exhibits and addenda thereto, as the same
completed, submitted by such Supplier or may be amended or supplemented from
its Staff, as the case may be, to time to time by agreement of Customer and
the Customer, through the MSP/VMS or Covendis, pursuant to which Covendis
otherwise. agrees to provide vendor management
“Billing Period” shall be weekly and services to Customer. Supplier is not a
shall extend from Monday through Sunday party to the Customer Agreement and shall
unless otherwise defined in the exhibits, have no contractual or other rights it may
schedules or attachments claim from Customer or Customer
thereunder.
“Contract” means that document or
record created following the successful “Employee” means any person, under
onboarding of any Staff following an common law rules, is determined to be in
accepted and approved Proposal that the service of another under any contract of
includes but is not limited to candidate hire, express or implied, oral or written,
information, scope or statements of work, where the employer has the power or right
pricing, and duration. Unless otherwise to control and direct the employee in the
expressly so provided in the Contract, material details of how the work is to be
Customer and Covendis, as Customer’s performed.
agent, reserve the right to amend, “Invoicing Date” shall be monthly and is
supplement, suspend or terminate a generally scheduled for, unless otherwise
Contract at any time. In no event shall specified in Schedule A, the written policies
Covendis be construed as responsible, and procedures, or posted online within the
directly or indirectly, for the payment or Covendis MSP/VMS, the second Monday
performance of the Customer’s or following the end of the last Billing Period
Supplier’s obligations under the Contract, or that falls within the Invoicing Period as
any Bill, or for the matters contained in any defined below.
Requisition or Proposal.
“Invoicing Period” shall be monthly and
“Covendis” means uWork, Inc. a shall extend from the first day of the month
Delaware corporation d/b/a Covendis, its through the last day of the month unless
successors and assigns.
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Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 otherwise specified in the applicable to perform services for a Customer
Schedule A. hereunder.
“Losses” means claims, “Supplier” (also “Contractor”) means, at
demands, liabilities, losses, costs or any time, a vendor under contract with
expenses, including reasonable attorneys' Covendis who is eligible (as determined by
fees of any nature whatsoever (whether Covendis in its sole discretion) to receive
for personal injury, property damage or Requisitions, submit Proposals and/or
otherwise) arising under any theory, provide services to a Customer at such time
including breach of contract or warranty, and who has duly completed all
tort (including negligence), statutory requirements, and is not disqualified
liability, or strict liability. from providing services to the applicable
Customer.
“MSP” means the Managed Solutions
Provider (or Program), a solution for “VMS” means the Vendor Management
managing staffing and other services, and Solution, a solution for managing the end-
the end-to-end staffing and services process to-end process (Procure to Pay) of staffing
(Procure-to-Pay). and other services enabled through the use
of web-based systems.
“Onboarding” means that document or
record evidencing a Customer’s acceptance 2. Nature of Agreement.
and approval of any Staff to fill a position
Covendis and Customer have entered into a
under a specified Requisition for a specified
Customer Agreement pursuant to which
duration and rate.
Covendis provides to Customer MSP and/or
“Proposal” means a submission, in the VMS services. Covendis desires to
form available in the MSP/VMS at the time subcontract certain services to Supplier.
of submission that the Customer deems Supplier shall use and access the MSP/VMS
qualified to fill a Requisition submitted by only as approved by Covendis and
the Customer through the MSP/VMS, necessary to carry out its subcontracted
including but not limited to required responsibilities to Covendis, subject to the
pricing, candidate skills, qualifications, and terms, conditions, and limitations imposed
credentials. by Covendis hereunder. Applicable
requirements of the Customer Agreement
“Program Manager” means an
that are stated in the Contract, or this
individual or individuals designated by
agreement, which may include but not be
Covendis and approved by Customer to act
limited to the specifications, scope of work,
on Customer’s behalf with respect to the
and adherence to federal, state, and local
use of the MSP/VMS.
regulations and Customer policies shall flow
“Requisition” means that document or down to Supplier and become part of this
request distributed by Covendis through the Agreement. In the event of a conflict, the
MSP/VMS that contains specifications and stricter of the requirements shall apply.
requirements pertaining to a need
3. Obligations of Supplier.
for services to be procured from a qualified
Supplier in accordance with the terms and a) In order for Supplier to receive
conditions of the Customer Agreement. Requisitions, submit Proposals and/or
render services to a Customer, Supplier
“Staff/Key Persons” means employees
agrees that during the term of this
and, as the context requires, permitted
Agreement, it shall maintain eligibility
subcontractors of Supplier who are engaged
(based on policies established by Covendis

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Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 in its sole discretion), meet hereto, as they may be amended from time
the qualifications, and adhere to the other to time. Supplier shall refrain from
policies and procedures established by assigning any Staff to any task with
Covendis from time to time, as such Customer if such investigation reveals a
requirements and policies may be amended disregard for the law or other background
from time to time. Covendis, acting in which indicates an unacceptable
consultation with Customer, reserves the risk. Supplier acknowledges that the
absolute right and discretion to establish Program Manager shall act on behalf of
and, as it sees fit, amend or supplement Customer and notify Supplier
eligibility requirements, qualifications, regarding interviewing and the ultimate
policies and procedures applicable to engagement by Customer. Pricing
Supplier and Staff with respect to existing information contained within Proposals are
or future Contracts, Requisitions and considered binding for each Requisition
Proposals. Such an amendment or and, if accepted, shall not be increased
supplement shall be effective following a through the end of the Contract duration or
minimum 10 days’ notice period (a) for an Contract extensions or renewals, except as
existing Contract, if the amendment or provided for by Covendis.
supplement is required by the Customer or
c) Supplier shall submit (or cause its Staff
is a system-wide change adopted by
to submit) Bills (e.g. Time, Expense or
Covendis for all suppliers, and (b) in all
Milestone Bills) for services rendered during
other cases, for new Contracts or renewals
each Invoicing Period by noon on the first
of existing Contracts at the time the new
business day following the end of the last
Contract or renewal is executed. Supplier
Billing Period that falls within such Invoicing
may exercise its option for termination for
Period. Covendis and Customer shall
convenience if it disapproves of the
authorize Supplier to access and use the
amendment or supplement.
MSP/VMS for the purpose of
b) Upon receipt of a Requisition, Supplier submitting such Bills. If Supplier (or its Staff)
may submit one or more Proposals through fails to file Bills within 60 days after the end
the MSP/VMS within a time frame as of the Invoicing Period that the work is
specified. Prior to the submission of a performed or Expense Reports within 60
Proposal for any Requisition, unless waived days after the end of the Invoicing Period
by Covendis, Supplier shall confirm that any that the expense is incurred, then Supplier
Staff submitted in connection with the waives any and all claims for compensation
Proposal has good references or reimbursement with respect to such time
and qualifications, shall confirm availability or expenses, unless otherwise specified in
of Staff to complete the services requested, Schedule A.
and shall use its best efforts to verify that
d) Supplier hereby acknowledges
information provided in the Proposal is
and agrees that Candidates and Staff
complete, accurate and up-to-date. In
assigned by Supplier to Customer are not
furtherance thereof, unless waived in
employees of Customer or Covendis within
writing by Covendis, the Supplier shall have
the application of any federal, state or local
a background verification completed (to at
laws or regulations, including common law,
least the minimum standards required by
and including but not limited to laws
Customer or Covendis) for any Staff to
or regulations covering unemployment
perform services for Customer and
insurance, retirement benefits, and liability
submitted to Customer according to policies
with respect thereto. Supplier agrees that it
and procedures set forth by Covendis
will abide by all state and federal wage and

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 hour laws, including properly classifying behalf to Customer to sign any
Staff provided to Customer and providing documentation required by Customer or
supervision as necessary or required. Covendis.
Supplier also agrees that it will comply with
f) Supplier shall only use (and require
the provisions of the Immigration Reform
that its Staff only use) software on projects
and Control Act (IRCA) as well as with all
for a Customer that have been pre-
applicable labor and employment laws and
approved by such Customer and have been
regulations, including laws prohibiting
scanned for computer viruses. Supplier shall
discrimination in employment. Supplier
also require that any computer software
shall immediately report to Customer’s
or Internet services used at any facility of
human resources department any
any Customer be directly related to the
complaint made by Supplier’s Staff
services being performed by such Supplier
of unlawful harassment or discrimination
(or its Staff) for such Customer.
related to their assignment at or on behalf
of Customer. Supplier also agrees to comply g) In the event that a Customer or
with any prohibition or restriction imposed Covendis has entered into or enters into
by Customer on the use of off-shore agreements with other contractor/suppliers
performance of services. In addition to its for any other work, related or unrelated,
general obligation as set forth in Section 12 Supplier agrees to reasonably cooperate
below, Supplier shall indemnify, defend and with such other contractor/suppliers as
hold harmless Customer and Covendis, and appropriate to facilitate the performance of
their respective agents, directors, officers each contractor/supplier’s work and
and employees from and against any and all maintain a professional atmosphere.
loss, damage, or liability resulting from Neither Supplier nor its Staff shall commit
Supplier’s failure to comply with the any act which will interfere with the
provisions of this Section or any finding that performance of work by any
Customer or Covendis was or is a deemed a other contractor/supplier.
statutory “employer” or “co-employer” of 4. Insurance.
any Staff or any Staff provided by Supplier
in response to a Requisition. Within 10 days of this Agreement and any
applicable Schedule A, Supplier shall
e) Supplier shall require all Staff engaged procure and maintain insurance as specified
by Supplier working at Customer‘s site to in this section and applicable Schedule A.
adhere to Customer’s Supplier shall procure the insurance policies
workplace policies. Supplier is responsible at its own expense and shall
for assuring the quality and the supervision provide Covendis with a Certificate of
of its Staff while such Staff are providing Insurance naming both Covendis and the
services for Customer, subject to whatever Customer as additional insureds (certificate
directions or conditions that Customer may holders) and referencing this agreement.
provide such Staff. Neither Supplier nor The insurance certificate must document
Supplier Staff shall engage in any activity at that the liability insurance
any Customer worksite or in any other work coverage purchased by the
context intended by Supplier or Supplier Contractor/Supplier includes
Staff to recruit other Staff to Supplier’s contractual liability coverage to protect the
organization or to solicit additional Customer and Covendis. If Covendis or
Requisitions. Supplier shall cause each of its Customer is damaged by the failure of the
permanent and hourly employees (i.e., non- Supplier to maintain such insurance, then
subcontractors) providing services on its Supplier shall be responsible for all

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Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 reasonable costs properly attributable deliver, on the Invoicing Date, to Customer,
thereto. In addition, the insurance an aggregate invoice for the fees and
certificate must provide the following expenses evidenced by Bills approved by
information: such Customer during such Billing Period for
all services provided for or on behalf of such
A. Name and address of authorized agent,
Customer, (ii) Customer shall pay to
B. Name and address of insured, Covendis, and not to Supplier, the full
C. Name of insurance company (licensed amount of each invoice, and (iii) Covendis
to operate in Customer’s State(s)), shall remit within five business days after
receipt of full payment from the applicable
D. Description of coverage in standard Customer (but solely to the extent of the
terminology, receipt of such payment) to each Supplier
E. Policy period, the portion of such payment owed to the
Supplier for services rendered and
F. Policy Number expenses incurred pursuant to such invoice
G. Limits of liability, (“Invoice Amount”). With respect to the
payments to be made by Covendis
H. Name and address of certificate holder,
to Supplier pursuant to this Section 5,
I. Acknowledgment of notice of Supplier acknowledges that it will be paid
cancellation to the Customer, by corporate check issued by Covendis
(or one of its subsidiaries) unless Covendis
J. Signature of authorized agent,
in its discretion determines to make such
K. Telephone number of authorized payment by wire transfer or electronic
agent, funds transfer, in which case Supplier
L. Details of policy exclusions in comments agrees to reasonably cooperate with
section of Insurance Certificate. Covendis in effecting any such wire transfer
or electronic funds transfer. Any fees
Supplier will maintain the coverage associated with such payment by Covendis
included in Schedule A for the longer of (a) (including credit card processing fees in the
the term of this Agreement or (b) the term rare occasion that Customer pays by card)
of any applicable Contract. may be deducted from the amounts
Notice of cancellation of any required otherwise payable to Supplier pursuant to
insurance policy must be submitted to this Section 5.
Covendis when issued and a new coverage b) Customer, in its Customer Agreement,
binder shall be submitted immediately to shall be required to agree not to
ensure no break in coverage. unreasonably withhold approval of any
5. Fees and Billing. proper Bill submitted to Covendis and will
notify Covendis and Supplier if Customer
a) The fees and expenses for services disputes item(s) contained in a
rendered by a Supplier to Customer shall be Bill. Moreover, Customer shall be required
those agreed to by the Customer in to agree as part of its Customer Agreement
connection with the solicitation of to pay on a timely basis any fees and
the services of the Supplier. expenses except in the event of a dispute
In compensation for its services hereunder, by Customer or for other good cause.
Supplier shall pay Covendis a fee as However, Covendis is not responsible for
specified in Schedule A. Unless otherwise any delay in approval or payment of a Bill
specified in Schedule A, Supplier by Customer. Payment of a Bill shall not
acknowledges that (i) Covendis shall
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Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 preclude Customer from making claims or 6. Taxes. Supplier shall be responsible for
objections to a Bill if there are errors or payment of all applicable taxes associated
issues with the work required to be with the performance of this Agreement
performed. (other than taxes based on income reported
by Covendis) including, but not limited to,
c) In the event that a Customer pays
federal, state and local personal income
Covendis a partial amount or partial
taxes, withholding obligations, and other
amounts of an aggregate invoices, Supplier
payroll taxes payable with respect to the
acknowledges that Covendis shall remit to
compensation of Supplier, its
each Supplier, within 5 business days of the
employees, agents and/or contractors.
15th day of each month, the portion of such
Supplier shall forthwith pay all taxes
payment (but solely to the extent of the
lawfully imposed upon it with respect to
receipt of such payment) the portion of
this Agreement or any product delivered to
such payment owed to the Supplier for
Customer in accordance herewith including
services rendered and expenses incurred
without limitation any and all sales and use
pursuant to such invoice (“Invoice
taxes imposed upon it with respect to this
Amount”) received through the 10th day of
Agreement or any product delivered to
such month.
Customer in accordance herewith including
d) In the event that a Customer pays without limitation any and all sales and use
Covendis any amount directly or indirectly taxes imposed upon Customer or Supplier
related to amounts payable to Supplier by in connection with any services and or
credit card, wire transfer or similar means other deliverables of Supplier hereunder.
of electronic funds transfer, then any The charges payable to Supplier under any
costs associated with the receipt of such Proposals and resulting Acceptances shall
payment by Covendis may be deducted be inclusive of all taxes payable by it
from the amounts otherwise payable hereunder whether or not any such taxes
to Supplier pursuant to this Section 5. are separate reflected in any such Proposal
e) To the extent Supplier’s fees and or Acceptance. Supplier shall reimburse,
charges are for amounts due from Supplier indemnify and hold Covendis and Customer
to Supplier’s Staff or Subcontractors, harmless for any taxes or associated
Supplier agrees to pay such Staff and liabilities, expenses or penalties incurred or
Subcontractors in a timely manner in paid by Covendis or Customer in connection
accordance with the terms Supplier may with federal, state and local personal
establish with them, but in all cases, not income taxes, withholding obligations, and
significantly later than the time Supplier is other payroll taxes payable with respect to
paid the corresponding fees and charges. the compensation of Supplier, its
Covendis may at its option, at any time, employees, agents and/or contractors.
require Supplier to furnish Covendis with a Covendis nor Customer makes any
payment bond in such amount as Covendis representation as to the liability
may specify to secure full and prompt or exemption from liability of the Supplier
payment by Supplier of amounts due its to any tax imposed by any governmental
Staff and/or Subcontractors. entity.

f) Covendis may elect to provide, and 7. Representations and Warranties.

Supplier may elect to accept, payments for a) Each party hereto represents and
Invoice Amounts in advance of Customer warrants to the other party that (i) it is
payments for mutually agreed fees and either a natural person or a validly existing
deductions. entity duly authorized and licensed to do

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Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 business in each jurisdiction where its unacceptable for any reason within a period
services under this Agreement are to be of 10 business days following the date that
performed, (ii) the execution and delivery of such Staff first provides services to such
this Agreement, and the performance of its Customer (in connection with any single
obligations hereunder, by such party have assignment), then such Customer or
been duly authorized and that the Covendis may terminate the services of
Agreement is a valid and legal agreement such Staff and not be obligated to pay any
binding on such party and enforceable in amount to Supplier for any
accordance with its terms, and (iii) the services provided by such Staff. Upon such
execution and delivery of this Agreement, termination of Supplier Staff, Covendis, in
and the performance of its obligations its sole discretion, may provide such
hereunder, by such party does not, and will Supplier with a reasonable time period
not, conflict with or result in breach of any (determined by the circumstances existing
agreement, indenture or other instrument at the time of the termination) to replace
binding on such party. the terminated Staff, at the same cost as
the terminated Staff; provided Customer
b) Supplier (with respect to itself and any
does not prohibit or restrict such
Staff providing services on its behalf)
replacement by Supplier.
expressly warrants for the benefit of the
Customer that the services to be performed d) Except as otherwise expressly
by Supplier for any Customer shall authorized by a Customer in a Contract, all
be performed in a workmanlike manner, materials produced by Supplier assigned
subject to the reasonable requirements of Staff in performance of work under such
the applicable Customer. Supplier further Requisition, including but not limited
warrants that all work assigned and software, charts, graphs, diagrams, video
performed by it (or its Staff) shall tapes and other project documentation
be performed substantially in accordance shall be deemed to be work made for hire
with the requirements of the Customer for by Supplier and its Staff for Customer to the
whom such services are being performed. fullest extent allowed by law and shall be
Supplier further represents that all work the property of the Customer. If any of
assigned by a Customer will be performed such material or work product (whether in
in a manner consistent with that level of process or completed) and all associated
care and skill ordinarily exercised by other intellectual property rights do not qualify as
providers of similar services under similar work made for hire by Supplier owned by
circumstances at the time services are the Customer under applicable law, then
provided. In performing work assigned to a Supplier agrees, and shall require its Staff to
Supplier through the system, which requires agree, that such material and work product
that the Supplier provide any parts or and all associated intellectual property
materials, Supplier covenants that it shall rights shall be assigned to Customer
use only new standard parts/materials automatically upon their creation or
or parts/materials equal in performance to delivery to Customer, without any
new parts unless otherwise agreed to in requirement of additional consideration or
writing by the Customer for whom such further written documentation. Supplier
parts or materials are being provided. agrees, and shall require its Staff to agree,
to take such further actions and sign and
c) Unless otherwise specified under the
record such further documents as Covendis
applicable Schedule A, if any Staff placed by
or Customer may request to give effect to
Supplier with a Customer is determined by
this Section. This assignment of rights does
such Customer or Covendis to be

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Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 not include pre-existing Supplier property to the Confidential Information to perform
(other than components of a system as such party’s obligations hereunder,
described in Section 9 below) or pre- provided that Receiving Party shall make
existing intellectual property rights therein such employees aware of the restrictions of
or any invention that Supplier (or its Staff) this Section 8. “Confidential Information”
might develop during his/her/its own time shall mean (1) with respect to Supplier,
without using Customer’s equipment, records or information in the possession or
supplies, facilities, or trade under the control of Disclosing Party
secret information, except for those relating to the technology products or
inventions that either relate to Customer’s business of Disclosing Party in oral, graphic,
business, or actual or written, electronic or machine
demonstrably anticipated research or readable form (including, without
development of Customer, or result limitation, computer programs, code,
from any work performed by such algorithms, schematics, data, know-how,
Supplier processes, ideas, inventions (whether
for Customer. Supplier agrees to assist patentable or not), and all information
Customer (at Customer’s expense) by taking relating to customers, customer
any actions (including execution of transactions and strategies) or the terms of
assignments or such other documents as this Agreement and which includes
Customer may request) in order candidates, pricing, business-related
for Customer to obtain and enforce patents, information and other confidential,
copyrights or other rights in any country sensitive or proprietary information and (2)
relating to proprietary information as with respect to Covendis, information
described in this Section 8(c). obtained in performing or reviewing
background checks on Candidates or other
8. Confidentiality and Ownership of
information regarding Candidates or Staff
Proprietary Information.
of Supplier that is deemed confidential as a
a) Supplier acknowledges that, in the matter of law. Confidential Information
course of providing services hereunder, does not include information that: (a) was
Supplier may have access to the rightfully in the possession of the Receiving
confidential information of Customer or Party from a source other than the
Covendis (each, as applicable, a “Disclosing Disclosing Party prior to the time of
Party”) and Covendis may have access to disclosure of said information to the
background check results and Receiving Party (“Time of Disclosure”); (ii)
other confidential information relating to was in the public domain prior to the Time
Supplier Staff and representatives (for of Disclosure; (iii) became part of the public
purposes of this Section 8, Supplier domain after the Time of Disclosure by a
and Covendis are sometimes referred as a publication or by any other means except
“Receiving Party”). Receiving Party agrees an unauthorized act or omission or breach
that it shall take reasonable steps to protect of this Agreement on the part of
the Confidential Information (as defined the Receiving Party, its employees, or
below) of Disclosing Party, using reasonable agents; or (iv) was supplied to the Receiving
methods that are no less stringent than the Party after the Time of Disclosure without
methods used by Receiving Party to protect restriction by a third party who is under no
its own proprietary information, during the obligation to the Disclosing Party to
term of the Agreement and thereafter, and maintain such information in confidence.
shall prevent the duplication or disclosure Receiving Party may disclose Confidential
of Confidential Information, other than by Information that is required to be disclosed
or to its employees who must have access
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Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 to a governmental entity or Customer in relationship with Customer (such as
connection with seeking any governmental compensation and benefits information,
or regulatory approval, or pursuant to education, training and professional
the lawful requirement or request of a qualification data, job information, health
governmental entity or Customer (including and disability data, products and services
a court order or subpoena), provided, that purchased data, products and services
prompt notice thereof is given to the usage data, etc.) Additionally, to the extent
Disclosing Party and reasonable measures any other information (such as, but not
are taken to guard against necessarily limited to, biometric
further disclosure, including without information) is associated or combined with
limitation, seeking appropriate confidential Personally Identifiable Information, then
treatment or a protective order, or assisting such information also will be considered
the Disclosing Party to do so. In addition to Personally Identifiable Information. This
the foregoing, Supplier expressly agrees to Section is in addition to any other
immediately remove any of its Staff from agreements that may exist between the
any work with a Customer upon either parties regarding the confidentiality,
Covendis or such Customer giving notice to security, handling, storage or use of
it that such Staff has failed to meet Personally Identifiable Information.
the confidentiality obligations or standards
c) Receiving Party acknowledges and
of this Agreement.
agrees that due to the unique nature of the
b) Supplier acknowledges that Customer’s Disclosing Party’s Confidential Information,
Confidential Information may include there may be no adequate remedy at law
Personally Identifiable Information relating for any breach of its obligations hereunder,
to Customer’s customers, employees and that any such breach may allow Receiving
other third parties, all of which shall be Party or third parties to unfairly compete
treated by Supplier as Confidential with the Disclosing Party resulting
Information. “Personally Identifiable in irreparable harm to the Disclosing Party,
Information” means any and all and therefore, that upon any such breach
information provided by Customer or or any threat thereof, the Disclosing Party
collected by Supplier for Customer (a) that shall be entitled to appropriate equitable
identifies, or when used in combination relief in addition to whatever remedies it
with other information provided by might have at law.
Customer or processed by Supplier on
d) Upon the request of Covendis or
behalf of the Customer identifies, an
Customer at any time during or after the
individual, or (b) from which identification
term of Supplier’s engagement, Supplier
or contact information of an individual
shall disclose and deliver all work product,
person can be derived. Personally
work-in-process, work papers, project
Identifiable Information can be in any
documentation, deliverables, test scripts,
media or format, including computerized or
communications, and reports (in electronic
electronic records as well as paper-based
or hard copy form) produced by Supplier or
files. Personally Identifiable Information
its Staff in the performance of services for
includes, without limitation, a person’s
Customer, including the source code
name, home and work contact information,
version of programming. Upon the request
email address, social security number,
of Covendis pursuant to Section 19, Supplier
social insurance number, or other
shall allow Covendis to inspect and audit
government-issued identifier, and all
Supplier’s work logs and files to verify
information about the individual’s
delivery of all such materials. Supplier

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 agrees to provide written certification of its software constitutes an infringement of any
compliance with this Section at the request United States Letters Patent, or copyright
of Covendis. provided that the Customer or Covendis, as
applicable, gives Supplier immediate notice
9. Originality and Copyright/Patent
in writing of the institution of such suit,
Indemnification.
permits Supplier to fully participate in the
a) Unless otherwise expressly agreed to defense of the same and gives Supplier all
in any applicable Requisition or Acceptance available information, assistance and
of a Customer, all materials produced by authority to enable Supplier to do
Supplier in performance of any work with so. Subject to approval of the Attorney
such Customer shall be of original design General of the Customer, the Customer or
and development by the Supplier and will the Customer shall tender defense of any
be specifically developed for fulfillment of such action to Supplier upon request by
its agreement with such Customer. If Supplier. Supplier shall not be liable for any
Supplier intends to use or incorporate any award of judgment against the Customer,
component(s) of a system already in the Customer or Covendis reached by
existence, Supplier shall first notify the compromise or settlement unless Supplier
applicable Customer, who, based upon accepts the compromise or settlement.
whatever investigation that such Customer Supplier shall have the right to enter into
may elect to make, may direct the Supplier negotiations for and the right to effect
not to use any of such component(s). If settlement or compromise of any such
the Customer, in its sole discretion, action, but no such settlement shall be
authorizes the use of such component(s), binding upon the Customer, any Customer
Supplier shall use such component(s) at or Covendis unless approved by the
Supplier’s sole expense, after obtaining and Customer, the Customer or Covendis,
providing the Customer with a copy of as applicable.
the written consent of the party owning
b) In case any software is in any suit held
such component(s). In any event any such
to constitute infringement and its use is
component shall be warranted as specified
enjoined, Supplier shall, at its option and
in any applicable agreement between the
expense: (1) procure for the Customer the
Customer and the Supplier and Supplier will
right to continue using the software or
arrange to transfer to the Customer a
(2) replace or modify the same so that it
perpetual license to such component and
becomes non-infringing; or (3) remove the
shall indemnify the Customer and Covendis
same and cancel any future charges
with regard to any copyright or patent
pertaining thereto. Supplier, however, shall
infringement as specified in this Section
have no liability to the Customer or the
except that in no event shall Supplier be
Customer if any such patent, or copyright
responsible for the matters listed in the
infringement or claim thereof is based upon
second sentence of Section 9(b). Supplier
or arises out of: (1) compliance
shall, at its expense, be entitled to and shall
with designs, plans or specifications
have the duty to participate in the defense
furnished by or on behalf of the Customer
of any suit instituted against the Customer
as to the software; (2) the use of
or Covendis and indemnify the Customer
the software in combination with apparatus
and Covendis against any award of damages
or devices not supplied by Supplier; (3) the
and costs made against the Customer
use of the software in a manner for which
or Covendis by a final judgment of a court
the same was neither designed
of last resort in such suit insofar as the
nor contemplated; (4) the claimed
same is based on any claim that any of the

10
Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 infringement of any patent or copyright in obligation of Customer for the services to
which the Customer or any Customer or be provided by Supplier no longer in
affiliate thereof has any direct interest by existence or otherwise insufficient.
license or otherwise; (5) Supplier’s use of Customer shall further covenant that it shall
Customers-supplied equipment or remain obligated to pay for
technology; or (6) any process designed or services performed and accepted by
engineered primarily by Customer or Customer prior to such termination. The
Customer’s other suppliers. The foregoing good faith determination of Customer as to
states the entire liability of Supplier for or the occurrence of the events stated in
resulting from patent or this Section shall be conclusive.
copyright infringement or claim thereof.
c) With regard to any Contract, a
10.10. Termination of Services and Loss of Customer or Covendis may cancel such
Funding. Contract for any reason (or no reason)
immediately upon providing notice
a) Supplier agrees that if Customer or
to Supplier, provided that the Customer
Covendis, in its sole discretion, determines
shall pay any amounts due and payable for
that any Staff of Supplier are unacceptable
services received prior to such termination.
for any reason, Customer or Covendis may
request that such Staff’s services to 11. Discipline, Suspension and Termination.
Customer be terminated and Covendis
a) In the event that Covendis has reason
will terminate such Staff services
to believe that Supplier at any time (i) is not
immediately with no further obligation on
in compliance with eligibility requirements,
the part of Customer other than payment of
qualifications, or other policies or
any invoice for such Staff’s
procedures established by Covendis, (ii) has
services rendered prior to such termination,
provided false or misleading information or
except as set forth in 7(c).
documentation to Covendis or Customer,
b) If the source of payment for the (iii) acts, or knowingly causes or permits its
total obligation of any Customer for services Staff to act, in any manner, that is
to be provided by Supplier no longer exists in violation of any law or ordinance, or, in
or is insufficient for Customer to meet its violation of any rule or policy of the
obligations hereunder, then any Contract, Customer or Covendis, or (iv) fails to
Customer Acceptance, or Requisition maintain and pay Staff as necessary to meet
relating thereto shall immediately the terms of each Contract, Covendis may
terminate without further obligation of do any of the following in any combination:
the Customer or Covendis as of that (I) suspend Supplier’s access to and use of
moment. The foregoing notwithstanding the MSP/VMS, (II) audit Supplier’s
the Customer shall be required to make compliance status; (III) impose sanctions
reasonable effort to give at least thirty (30) that Supplier must meet in order to
days’ notice (or such lesser notice as is maintain eligibility; (IV) suspend or
practicable) to Supplier and Covendis when terminate this Agreement; (V) amend,
it determines that the loss of such source of suspend, reduce, terminate or transfer
payment is a reasonable possibility or Contracts of the Supplier then in effect; (VI)
probability. In all events Customer shall be reassign Key Persons named in any Contract
required to covenant to give immediate as necessary to fulfill the terms of the
notice to Supplier and Covendis upon Contract; (VII) withhold or redirect payment
the occurrence of any event that renders as appropriate to reserve for or mitigate the
the source of payment for the total damages for such issues.

11
Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 b) Covendis or Supplier may terminate a) Supplier hereby agrees to indemnify,
this Agreement, at its convenience, at any protect and save harmless the Customer,
time on ten (10) days written notice. Covendis, and each Customer and their
respective employees, proprietors,
c) Following receipt of notice of
partners, representatives,
termination of or a change to this
shareholders, directors, servants, attorneys,
Agreement or any Contract, Supplier agrees
predecessors, successors and assigns
to terminate and/or reassign Staff
(hereinafter collectively referred to
(including Subcontractors) as directed by
as "Indemnitees"), from any and all
Covendis. Supplier and/or its Staff, or any
Losses that result from (i) an assertion or
other contractor, may be allowed to
claim of infringement based on the use of
continue to provide such services as
equipment, programming, materials or
directed by Covendis, including, but not
other resources supplied or controlled by
limited to, terms and conditions.
Supplier, or (ii) damage to personal
d) Upon termination of this Agreement or property or injury or death that results from
any Contract, Supplier shall deliver, without the willful misconduct or negligence in the
charge to Customer, any supplies or furtherance of the Services of Supplier, its
equipment provided by Customer for use by agents or employees, or (iii) any delay or
Supplier (or any of its Staff) in performing failure of Supplier to pay its personnel or
services for Customer, all materials Subcontractors amounts due for their
produced under Section 8(c), and all services.
physical property and documents or other
b) This indemnification applies
media (including copies) that contain
notwithstanding the fact that third parties
Confidential Information of Customer.
or any of the Indemnitees may be partially
e) Supplier shall also, without charge, responsible for the situation giving rise to
respond to requests of Covendis or the claim. However, if any of the
Customer for any work performed or bills Indemnitees or third parties are partially
submitted for any Contract whether or not responsible for the events giving rise to the
completed. claim, Supplier indemnification hereunder
f) At Covendis’ request, Supplier shall shall apply only to the extent that Supplier
provide Covendis with written certification contributed to the events.
of compliance with this section and any c) Supplier shall, at its expense, be
other applicable terms of the Agreement. entitled to and shall have the duty to
12. Survival. participate in the defense of any
suit against the Indemnitees. No settlement
The following provisions of this Agreement or compromise of any claim, loss or damage
shall survive any termination of this entered into by Indemnitees shall be
Agreement in accordance with Section 11 binding upon Supplier unless approved in
above: any payment provision relating to writing by Supplier. No settlement or
any amounts due but not paid at the time compromise of any claim, loss or damage
of such termination, expiration, or entered into by Supplier shall be binding
extension of services as provided in Section upon Indemnitees unless approved in
11(c), Sections 7 through 9, 12 through 17, writing by Indemnitees.
19 through 22, 24 and Schedule(s) A.
d) Any Indemnitee shall promptly tender
13. Indemnity. the defense of any claim for which Supplier
shall indemnify Indemnitees promptly,

12
Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 provided that the Indemnitee may be
represented by counsel of its own choosing,
at its own expense.
14. Limitation of Liability.
If to Supplier:
a) Notwithstanding anything to the
contrary contained herein, neither party Address:
hereto shall be liable to the other party for Telephone:
indirect, special or consequential damages. Fax:
Email:
b) The foregoing limitation of liability
Attention:
shall not apply to Supplier’s liability for
indemnification under Section 13(a).
Except as provided in Subsection (b) above, If to Covendis:
the liability of Supplier to Covendis and/or Covendis
Customer with respect to any Losses arising Contact: Raymond Tsao
out of or relating to this Agreement or any 200 Walker Street SW, Suite B
Contract (including any breach of this Atlanta, GA 30313
Agreement or Contract) or Supplier’s Telephone: (770) 903-9990
performance hereunder or thereunder Fax: (770) 903-9992
shall be limited to the greater of (i)
Covendis’ liability to the corresponding 16. Assignment. Supplier may not transfer,
Customer(s) in Schedule A (“flow down sublicense or otherwise assign this
liability”, or (ii) the sum of (A) the aggregate Agreement or any of its rights or obligations
payments received by Supplier from hereunder without the prior written
Covendis for services rendered pursuant to consent of Covendis, and any attempted
this Agreement and (B) any insurance transfer, sublicense or assignment by a
proceeds on policies owned or controlled party without such consent shall be null and
by Supplier and all participating void. This Agreement shall be binding on
subcontractors payable with respect to such and beneficial to the parties to this Contract
Losses. and their respective heirs,
executors, administrators, legal
15. Notices. All notices, requests, demands, representatives, successors and assigns.
and other communications required or
permitted under this Agreement shall be in 17. Independent Suppliers; Third-Party
writing and deemed delivered when hand- Beneficiaries. In making and performing this
delivered to the receiving person, or when Agreement, the parties hereto have acted
mailed, certified mail, return receipt and shall continue to act at all times
requested, in first class U.S. mail, to the as independent contractors. Except as
addresses specified below, or when faxed otherwise provided herein, nothing
to the fax number or electronically contained in this Agreement or any actions
transmitted to the Internet address or activity by Covendis, either within the
specified, with hard copy mailed within VMS or in the performance of its obligations
three (3) days thereafter in the manner set or services to Customers, shall be construed
forth above. Any party may change its or implied to create the relationship of
address for purposes of this notice agent, representative, partner or of
provision by giving notice in the manner employer and employees between the
prescribed above. parties hereto or between Supplier or any
of its staff and Covendis or Customer. At no

13
Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 time shall either party hereto 19. Verification and Audit Rights.
make commitments for or in the name of
a) Covendis may at any time require
the other party. The foregoing
Supplier to provide information, documents
notwithstanding, each Customer shall be
or records relevant to the subject of this
deemed to be a third-party beneficiary of
Agreement or any Contract or Proposal to
this Agreement with respect to any
show Supplier’s compliance with the
materials or rights to be afforded
requirements of this Agreement or any
hereunder to any Customer.
Contract or Proposal and Supplier’s
satisfaction of eligibility requirements,
18. Drug-Free Workplace.
qualifications, policies and procedures
Supplier hereby certifies as follows: applicable to Contractor and Staff.
Requested information, documents and
a) Supplier will not engage in the
records shall be produced and provided
unlawful manufacture, sale, distribution,
electronically or mailed within 3 business
dispensation, possession, or use of a
days if so requested.
controlled substance or marijuana during
the performance of this Agreement. b) Covendis shall have the
right, exercisable at any reasonable time
b) Supplier agrees to comply with all
during normal business hours, to inspect
requirements of customer with respect to
copy any documents and records
contractors under applicable law.
concerning performance of services under
c) If Supplier has more than one this Agreement or any Contract, including,
employee, Supplier shall provide for such but not limited to, books, records,
employee(s) a drug-free workplace, documents and other evidence pertaining
as defined under applicable law, throughout to work done and/or the costs
the longer of the duration of this and expenses incurred by Supplier in
Agreement and any existing Contract. performing this Agreement or any Contract.
d) In the event that Supplier hires c) The audit and verification rights shall
a subcontractor, Supplier shall obtain from include subcontractors in which services are
such subcontractor the following subcontracted by Supplier.
written certification: “As part of the
d) If the results of the audit or verification
agreement with (Subcontractor’s Name),
reveal discrepancies greater than 1.0%,
(Subcontractor’s Name) certifies to
Supplier shall, at Covendis’ sole discretion,
[Supplier’s Name] that a drug-free
make corrections, allow Covendis to make
workplace will be provided for
corrections, and pay for the costs of the
the subcontractor’s employees during
audit, verification, and corrective actions.
the performance of this contract pursuant
to applicable law. 20. Trading with Customer and Government
Employees. Supplier shall comply at all
Supplier may be suspended,
times with Customer and Covendis Policies
terminated, or debarred if it is determined
and Procedures, and also the provisions of
that:
Local, State, and Federal statutes and
a) Supplier has made false certification certify that such provisions have not and
hereinabove; or will not be violated under the terms of this
b) Supplier has violated such certification Agreement.
by failure to carry out the requirements 21. Service Continuity. Covendis gives no
of applicable law. assurance that Staff (including

14
Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 Subcontractors) cannot or will not be hired holders of the Supplier as they exist
or engaged by Customer, as Suppliers in immediately before the transaction no
their own right if they establish eligibility, or longer owning fifty percent (50%) or more
by other Suppliers. Supplier shall not of the voting power of the surviving
impose any restriction on Staff that would corporation, limited liability company or
imperil, prevent or delay the successful other entity.
completion of services performed for
24. Use of Subcontractors. Supplier shall
Customer(s). Supplier releases Covendis,
furnish to Covendis for its review and
Customer, and any other Supplier and its
approval the name of any direct or indirect
and their respective officers, employees,
subcontractors, independent contractors,
agents and advisors from any putative claim
vendors, suppliers
Supplier could assert in connection with any
(collectively, “Subcontractors”) which
such action or communication.
Supplier intends or decides to use to
perform work for a Customer. Supplier shall
22. Resolution Procedures. In the event that provide Covendis for each proposed
Supplier shall have any dispute, Subcontractor with contact names and
disagreement or cause of action evidence of insurance equal to
(each, hereinafter, a “Dispute”) arising that required by Supplier pursuant to
pursuant to this Agreement (including the Section 4 hereunder. Subcontractors shall
execution, scope and termination of this be subject to the same requirements that
Agreement or any Contract, any post- apply to Staff of Supplier under this
termination or out-of-scope services, any Agreement. Covendis shall have the right
use of the MSP/VMS, or any other to object to any such Subcontractors at any
interaction with Covendis or any Customer time and, in the event of such objection,
pertaining to the subject of this Supplier shall promptly replace
Agreement), then before instituting any the Subcontractor in question. Nothing
legal proceedings with respect to such contained within this agreement shall
Dispute, Supplier shall first notify Covendis prevent Covendis or other Suppliers from
in writing of the Dispute. Covendis may engaging Subcontractors, for the same or
then, at its option, require up to 30 days for any other work. Supplier shall enter into
Covendis to investigate and address the written agreements with Subcontractors
Dispute. The assertion of a Dispute shall which contain necessary “flow-down” of
not delay or condition any action or the provisions of this Agreement that apply
decision otherwise allowed of Covendis or to Supplier’s Staff on substantially the same
Customer in this Agreement. terms as this Agreement. Supplier
shall furnish to Covendis for its review and
23. Change of Control. In the event that
approval, a copy of all executed written
Supplier is subject to a Change of Control
agreements with Subcontractors.
(as defined below), it shall give notice of the
All agreements with Subcontractors shall
same to Covendis within five (5) days
provide that Subcontractors shall not be
following such event. For purposes hereof,
beneficiaries of this Agreement and instead
the term “Change of Control” means
shall look solely to Supplier for any rights or
any sale, conveyance or other disposition of
payment due in connection with their
all or substantially all of the assets of the
engagement to perform work for Supplier.
Supplier or, (b) any merger or consolidation
Covendis and Customer shall have no
of the Supplier with or into any
contractual or other legal obligation to any
other corporation, limited liability company
such Subcontractor or its Staff. Supplier
or other entity resulting in the equity

15
Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 shall be responsible for the actions and procedures applicable to Contractor and
work of its Subcontractors and for failure Staff with respect to existing or future
of its Subcontractors and their Staff to Contracts, Requisitions and Proposals, and
perform their respective obligations under except as otherwise provided in this
the law or this Agreement, to the same Agreement, this Agreement may not be
extent as Supplier would be liable to amended except by written agreement
Covendis if the act or omission was signed by authorized representatives of
committed by Supplier. Supplier shall Covendis and Supplier, and no oral
inspect and expedite subcontracted work waiver, amendment or modification shall be
and promptly report to Covendis any effective under any circumstances. This
defects in such work or the performance Agreement may be entered into in one or
thereof. more counterparts, each of which shall be
an original and all of which shall constitute
25. General Provisions. This Agreement
one and the same Agreement. Facsimile or
constitutes the entire agreement between
electronic signatures and documents will be
the parties relating to the subject matter
accepted as original signatures and valid
hereof and supersedes all prior
documents. If any term, covenant or
agreements, written or oral, between the
condition of this Agreement shall for any
parties relating to the subject matter
reason be held unenforceable by a court of
contained in this Agreement. Section titles
competent jurisdiction, the rest of
used in this Agreement are for reference
this Agreement shall remain in full force
purposes only and shall not be deemed to
and shall in no way be affected or impaired.
be a part of this Agreement. Time is of the
The parties agree to the exclusive
essence of this Agreement. Each Contract
jurisdiction and venue of the Fulton County
shall be considered a separate legal
Superior Court and the United States
obligation existing solely between Customer
District Court for the Northern District of
and Supplier and is not to be construed as
Georgia. Supplier shall not possess or assert
integrated with this Agreement. Subject to
any property interest in or any lien or other
(a) the rights reserved by Customer and/or
right against or to any work product,
Covendis with regard to Requisitions and
deliverables, or output produced or
Contracts, and (b) the right reserved by
provided by Supplier or its personnel or
Covendis to amend or supplement eligibility
Subcontractors, all of which are waived
requirements, qualifications, policies and
hereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
officers
as of: .

“Covendis” “Supplier”:
By: _ By:
Name: Name:
Title: Title:
Address: 200 Walker Street SW, Suite B, Address:
Atlanta, GA 30313

16
Covendis MSP/VMS Supplier Agreement 2020-2021 – OR NASPO
 SCHEDULE A
.1 . Customer:
A. State of Oregon

.2 . Term
A. July 1, 2020, through June 30, 2021

.3 . Fees & Billing

A. In compensation for its services hereunder, Supplier shall pay Covendis a fee (the “MSP fee”) as
specified in the Agreement to Agree #0483 between Covendis and the State of Oregon (the “ATA”)
and as amended from time to time. The MSP fee is currently equal to 1.7 percent (1.7% or 0.017)
of the amount to be paid by The State of Oregon and/or its affiliates and entities (excluding
expense reimbursement) pursuant to the terms hereof and any Contracts entered into hereunder.
Covendis shall be entitled to deduct the MSP fee from the amount otherwise to be paid to Supplier
per billing period.
B. Supplier shall a Vendor Collected Administrative Fee (VCAF) as specified in the ATA and as
amended from time to time. The current VCAF is one percent (0.01). Covendis shall deduct the
VCAF from the amount otherwise to be paid to Supplier per billing period, and shall remit the
collected fees to the State of Oregon once per quarter.
C. Invoicing shall generally be scheduled according to the Agreement to Agree #0483 and is currently
monthly.
D. Covendis may provide customization, consulting, implementation and training services for
Supplier; such services and respective rates as set forth below:
● Software customization and modification - $125 per engineer hour or as otherwise agreed
to in a separate services agreement or statement of work (“SOW”)
● Consulting services or training (beyond standard training) - $125 per hour or as otherwise
agreed to in a separate services agreement or statement of work (“SOW”)
● Custom Report Development - $85 per hour or as otherwise agreed to in a separate
services agreement or SOW
● Data changes and or system administration - $85 per hour or as otherwise agreed to in a
separate services agreement or SOW
● Technical writing - $75 per hour or as otherwise agreed to in a separate services agreement
or statement or SOW
● Invoice research - $75 per hour or as otherwise agreed to in a separate services agreement
or SOW
● Administrative or system changes (e.g. corrections, changes to status, etc.) - $75 per hour
or as otherwise agreed to in a separate services agreement or SOW ($250 minimum)
●
.4 . Insurance requirements
A. Supplier will maintain the coverage as specified by Covendis for the longer of (a) the term of this
Agreement or (b) the term of any applicable Contract.
B. The Supplier should furnish Covendis, within 10 days of this agreement, a certificate of insurance
coverage complying with the Covendis requirements. These certificates or the cover sheet shall
reference the agreement and Customer, and the certificates shall include the name of the
company, policy numbers, effective dates, dates of expiration and amounts and types of coverage
afforded. If Covendis or Customer is damaged by the failure of the Supplier to maintain such
insurance, then the Supplier shall be responsible for all reasonable costs properly attributable

Covendis MSP/VMS Supplier Agreement 2020 -2021 – OR NASPO 17

 thereto.
C. Notice of cancellation of any required insurance policy must be submitted to Covendis when
issued and a new coverage binder shall be submitted immediately to ensure no break in coverage.
D. Certificate Holder designated as:

Covendis and State of Oregon

200 Walker Street, Suite B
Atlanta, GA 30313

E. REQUIRED INSURANCE. Contractor shall obtain at Contractor’s expense the insurance

specified in this section 2.25 prior to performing under this ATA and shall maintain it in full
force and at its own expense throughout the duration of this ATA or Work Order Contracts and
all warranty periods. Contractor shall obtain the following insurance from insurance
companies or entities that are authorized to transact the business of insurance and issue
coverage in State and that are acceptable to DAS.
a. WORKERS COMPENSATION
i. All employers, including Contractor, that employ subject workers, as defined in
ORS 656.027, shall comply with ORS 656.017 and shall provide workers'
compensation insurance coverage for those workers, unless they meet the
requirement for an exemption under ORS 656.126(2). Contractor shall require
and ensure that each of its Subcontractors complies with these requirements.
b. PROFESSIONAL LIABILITY
i. Professional Liability. Contractor shall obtain and maintain at its own
expenses for the duration of this ATA Professional Liability Insurance with a
combined single limit, or the equivalent, as set forth below. This is to cover
damages caused by error, omission or negligent acts related to the professional
services to be provided under this ATA. Full limits can be obtained by the
purchase of one primary policy or a primary and excess policy as needed to
provide the full policy limits. Such policy shall include coverage for losses
arising from the breach of information security or cyber liability (including
Technology Errors & Omissions, Network Security and Privacy Liability and
Media Liability), whether combined with the Professional Liability policy or
placed as a separate policy, but carrying the same limits of liability. Such
coverage shall insure damage caused by error, omission, or negligent acts,
including all prior acts without limitation, related to the professional services
to be provided under this ATA. The Policy shall be amended to include
Independent Contractors providing Professional Services on behalf of or at the
direction of Contractor. The definition of Contractual Liability shall be
amended to state that liability under a contract of professional services is
covered. Further, coverage shall be afforded for fraudulent acts,
misappropriation of trade secrets, internet professional services, computer
attacks, personal injury, regulatory actions, known wrongful acts, contractual
liability, privacy policy, and insured versus insured. If any work is performed
outside of the USA, Contractor shall provide evidence of liability coverage on a
worldwide basis. Contractor shall provide proof of insurance of not less than
the following amounts as determined by DAS:
ii. $5,000,000 Per occurrence limit for all claims (See Covendis Policies &
Procedures for alternate coverage)

Covendis MSP/VMS Supplier Agreement 2020 -2021 – OR NASPO 18

 c. COMMERCIAL GENERAL LIABILITY
i. Commercial General Liability. Commercial General Liability Insurance covering
bodily injury, death and property damage in a form and with coverages that are
satisfactory to the State. This insurance shall include personal injury liability,
products and completed operations. Coverage shall be written on an occurrence
basis. If any work is performed outside of the USA, Contractor shall
provide evidence of liability coverage on a worldwide basis. Contractor shall
provide proof of insurance of not less than the following amounts as determined
by DAS:
1. $1,000,000 per occurrence, and
2. $2,000,000 aggregate
d. AUTOMOBILE LIABILITY
i. Automobile Liability. Automobile Liability Insurance covering all owned,
non-owned, or hired vehicles. This coverage may be written in
combination with the Commercial General Liability Insurance (with
separate limits for “Commercial General Liability” and “Automobile
Liability”). Contractor shall provide proof of insurance of not less than
$1,000,000 for bodily injury and property damage.
e. ADDITIONAL INSURED
i. The Commercial General Liability insurance and Automobile Liability
insurance required under this ATA shall include the State of Oregon, its
officers, employees, agents and Authorized Purchasers as Additional
Insureds but only with respect to Contractor's activities to be performed
under this ATA. Coverage shall be primary and non-contributory with any
other insurance and self-insurance.
F. "TAIL" COVERAGE
a. If any of the required professional liability insurance is on a "claims made" basis,
Contractor shall either maintain either “tail" coverage or continuous "claims made"
liability coverage, provided the effective date of the continuous “claims made”
coverage is on or before the effective date of this ATA, for a minimum of 24 months
following the later of (i) Contractor’s completion and Authorized Purchaser’s
acceptance of all Services required under a Work Order Contract, or, (ii) The
expiration of all warranty periods provided under a Work Order
Contract. Notwithstanding the foregoing 24-month requirement, if Contractor
elects to maintain “tail” coverage and if the maximum time period “tail” coverage
reasonably available in the marketplace is less than the 24-month period described
above, then Contractor shall maintain “tail” coverage for the maximum time period
that “tail” coverage is reasonably available in the marketplace for the coverage
required under this ATA. Contractor shall provide to DAS, upon request,
certification of the coverage required under this section 2.25.C.
G. NOTICE OF CANCELLATION OR CHANGE
a. There shall be no cancellation, material change, potential exhaustion of aggregate
limits or non-renewal of insurance coverage(s) without thirty (30) days' written
notice from this Contractor or its insurer(s) to DAS. Any failure to comply with the
reporting provisions of this clause shall constitute a material breach of the ATA and
shall be grounds for immediate termination of this ATA by DAS.
H. CERTIFICATE(S) OF INSURANCE

Covendis MSP/VMS Supplier Agreement 2020 -2021 – OR NASPO 19

 a. Contractor shall provide to DAS Certificate(s) of Insurance for all required insurance
before performing any Managed Services under this ATA or ITPS required under a
Work Order Contract. The Certificate(s) must specify all entities and individuals who
are endorsed on the policy as Additional Insured (or Loss Payees). Contractor shall pay
for all deductibles, self-insured retention and self-insurance, if any.

.5 . Miscellaneous

A. Late billing – With respect to 3(c) of the MSP/VMS Supplier Agreement, if Supplier (or its Staff)
fails to file Time Reports within 30 days after the end of the Invoicing Period that the work is
performed or Expense Reports within 30 days after the end of the Invoicing Period that the
expense is incurred, then Supplier shall not receive payment for that Invoicing Period. If the
Supplier requests Covendis to submit a late invoice, such invoice shall be submitted at
Covendis sole discretion, and such invoice shall be reduced by 10 (ten%) for every 30 (thirty)
days the invoice is late as a liquidated damage for the increased administrative effort imposed
on Covendis and the State of Oregon. However, if the Supplier submits a late invoice after the
end of the State of Oregon fiscal year (June 30), the Supplier waives any and all claims for
compensation or reimbursement with respect to such time or expenses as the Member
Agency’s funds will have lapsed by that time.

.6 . Supervision of Staff

A. During the registration/renewal process, Supplier shall submit to Covendis a plan to

communicate and manage their Staff/Key Persons placed at the client. This plan should
include but not be limited to the following:
▪ Supervisor
▪ Supervision Method/Methodology
▪ Frequency of Supervision
▪ Quality Management Plan/Process

.7 . ACA- Compliant Coverage

A. Supplier's Representations as to Status of Supplier's Employees. Pursuant to the Covendis

MSP/VMS Supplier Agreement, Supplier makes certain of its Employees available to provide
services to Customers. Supplier agrees that Employees are and at all times shall remain
Supplier's common law employees and that Supplier, throughout the term of the Contract,
retains the right to direct and control its Employees. Although the parties intend that Supplier,
and not Customer or Covendis, be deemed the common law employer (within the meaning
of Treas. Reg. § 31.3401(c)-1(c)) of Employees and that such Employees be deemed the
common law employees of Supplier and not Customer or Covendis, the parties nevertheless
intend to satisfy the requirements of Treas. Reg. § 54.4980H4(b)(2), under which an offer of
group health plan coverage made by Supplier is treated as an offer of coverage by Customer.
Nevertheless, the parties understand that the status of temporary staffing employees is often
not entirely free from doubt and wish to ensure that, in the event that Employees are ever
found to be common law employees of a Customer, Supplier offers Minimum Essential
Coverage (“MEC”) to Staff/Key Person's that is sufficient to protect the Customer from liability
under the Affordable Care Act.

Covendis MSP/VMS Supplier Agreement 2020 -2021 – OR NASPO 20

 B. No Participation in User Agency's Benefit Plans. Supplier acknowledges and agrees that
Suppliers Employees are not entitled to participate in any of the benefit plans or programs
sponsored by Customer or any of its agencies or affiliates.
C. ACA-Compliant Coverage for Suppliers Employees. For each of Supplier’s Employees who
provide services to Customer for an average of thirty (30) or more hours per week [as
determined pursuant to 26 U.S. Code § 4980H (the "Code") and the rules, regulations and
other official guidance thereunder], Supplier agrees to offer Minimum Essential Coverage
(MEC) on behalf of Customer to its eligible Employees. Supplier further agrees to offer MEC
to each child of Supplier’s Employees through the end of the month in which the child turns
age 26. Supplier agrees it will not assign any Supplier’s Employees to a Customer for any
assignments projected to be an average of thirty (30) or more hours per week if the employee
is in a waiting period before an offer of MEC, if such employee's most recent previous
employer was another temporary staffing firm and such employee's assignment remains with
the same State employer. For purposes of this Schedule A, the term Temporary Staffing Firm
means any entity supplying temporary labor to a State employer. Supplier agrees that it will
comply with the reporting requirements of 26 US Code § 6055 and 26 US Code § 6056 with
respect to its MEC health care plan and Supplier’s Employees.
D. Subcontractors. Per the MSP/VMS Agreement, Supplier shall obtain substantially similar
certification(s) from each of its Subcontractors and ensure that Subcontractors’ Employees
receive MEC per the terms of this section.

Supplier acknowledges the Customer’s intent to take advantage of the Safe Harbor provision relevant to
third-party employment arrangements between Applicable Large Employers and temporary staffing firms
in compliance with the Code, rules, regulations and other official guidance, under which an offer of
coverage by the temporary staffing firm is deemed an offer of healthcare coverage by Customer

Questions?
Email: customercare@covendis.com
Phone: (866) 268-3634

IN WITNESS WHEREOF, the parties have caused this Schedule A for The State of Oregon to be executed
by their duly authorized officers.

as of: .

“Covendis” “Supplier”:

By: _ By:

Name: Name: _

Title: Title:

Address: 200 Walker Street SW, Suite B, Address:

Atlanta, GA 30313

Covendis MSP/VMS Supplier Agreement 2020-2021- OR NASPO 21