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This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model <br />Contract for Cloud Services. <br />February 17, 2016. <br />NASPO <br />ValuePoint <br />Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions <br />1. Master Agreement Order of Precedence <br />a. Any Order placed under this Master Agreement shall consist of the following <br />documents: <br />(1) A Participating Entity's Participating Addendum' ("PA"); <br />(2) NASPO ValuePoint Master Agreement Terms & Conditions, including the applicable <br />Exhibits' to the Master Agreement; <br />(3) The Solicitation; <br />(4) Contractor's response to the Solicitation, as revised (if permitted) and accepted by <br />the Lead State; and <br />(5) A Service Level Agreement issued against the Participating Addendum. <br />b. These documents shall be read to be consistent and complementary. Any conflict <br />among these documents shall be resolved by giving priority to these documents in the <br />order listed above. Contractor terms and conditions that apply to this Master Agreement <br />are only those that are expressly accepted by the Lead State and must be in writing and <br />attached to this Master Agreement as an Exhibit or Attachment. <br />2. Definitions - Unless otherwise provided in this Master Agreement, capitalized terms <br />will have the meanings given to those terms in this Section. <br />Confidential Information means any and all information of any form that is marked as <br />confidential or would by its nature be deemed confidential obtained by Contractor or its <br />employees or agents in the performance of this Master Agreement, including, but not <br />necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) <br />information concerning individuals, is confidential information of Purchasing Entity. <br />Contractor means the person or entity providing solutions under the terms and <br />conditions set forth in this Master Agreement. Contractor also includes its employees, <br />subcontractors, agents and affiliates who are providing the services agreed to under the <br />1 A Sample Participating Addendum will be published after the contracts have been awarded. <br />2 The Exhibits comprise the terms and conditions for the service models: PaaS, IaaS, and PaaS. <br />