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Services mean any of the specifications described in the Scope of Services that are <br />supplied or created by the Contractor pursuant to this Master Agreement. <br />Security Incident means the possible or actual unauthorized access to a Purchasing <br />Entity's Non -Public Data and Personal Data the Contractor believes could reasonably <br />result in the use, disclosure or theft of a Purchasing Entity's Non -Public Data within the <br />possession or control of the Contractor. A Security Incident also includes a major <br />security breach to the Contractor's system, regardless if Contractor is aware of <br />unauthorized access to a Purchasing Entity's Non -Public Data. A Security Incident may <br />or may not turn into a Data Breach. <br />Service Level Agreement (SLA) means a written agreement between both the <br />Purchasing Entity and the Contractor that is subject to the terms and conditions in this <br />Master Agreement and relevant Participating Addendum unless otherwise expressly <br />agreed in writing between the Purchasing Entity and the Contractor. SLAs should <br />include: (1) the technical service level performance promises, (i.e. metrics for <br />performance and intervals for measure), (2) description of service quality, (3) <br />identification of roles and responsibilities, (4) remedies, such as credits, and (5) an <br />explanation of how remedies or credits are calculated and issued. <br />Solicitation means the documents used by the State of Utah, as the Lead State, to <br />obtain Contractor's Proposal. <br />Statement of Work means a written statement in a solicitation document or contract <br />that describes the Purchasing Entity's service needs and expectations. <br />NASPO ValuePoint Program Provisions <br />3. Term of the Master Agreement <br />a. The initial term of this Master Agreement is for five (5) years. This Master Agreement <br />may be extended beyond the original contract period for two (2) additional years at the <br />Lead State's discretion and by mutual agreement and upon review of requirements of <br />Participating Entities, current market conditions, and Contractor performance. <br />b. The Master Agreement may be extended for a reasonable period of time, not to <br />exceed six months, if in the judgment of the Lead State a follow-on, competitive <br />procurement will be unavoidably delayed (despite good faith efforts) beyond the <br />planned date of execution of the follow-on master agreement. This subsection shall not <br />be deemed to limit the authority of a Lead State under its state law otherwise to <br />negotiate contract extensions. <br />4. Amendments <br />The terms of this Master Agreement shall not be waived, altered, modified, <br />supplemented or amended in any manner whatsoever without prior written agreement <br />of the Lead State and Contractor. <br />Attachment A: Page 4 of 31 <br />