WORK ORDER AGREEMENT

by and between

Maryland Information Division of NICUSA, Inc.

and the

[INSERT NAME OF STATE AGENCY]

[Work Order Agreement Title & Reference BPO]

THIS WORK ORDER AGREEMENT (the “WO Agreement”) is made and entered into this

________ day of ___________, 20__, by and between [INSERT NAME OF STATE AGENCY] (“Agency”) and NICUSA, Inc. (“NICUSA”).

ANY PAYMENT PROCESSING SERVICES PROVIDED PURSUANT TO THIS WO AGREEMENT SHALL BE DEEMED TO BE “ELECTRONIC SERVICES” AS SET FORTH IN SECTION 6.3.1 OF THE CONTRACT. ALL OTHER PRODUCTS AND SERVICES PROVIDED UNDER THIS WO AGREEMENT SHALL BE DEEMED TO BE “CUSTOM MANAGED SOLUTIONS” AS SET FORTH IN SECTION 6.3.2 OF THE CONTRACT.

This WO Agreement is based upon the following premises:

[DESCRIBE HERE]

NOW THEREFORE, in consideration of the mutual conditions, covenants and promises contained in this WO Agreement, the parties agree as follows:

SECTION 1: Definition of Terms

Confidential Information – a record, or information contained within a record, that is limited from public disclosure by applicable law or regulation.

Contract – the Self-Funded eGovernment Services Contract (Contract No. 060B7400004) by and between the Maryland Department of Information and NICUSA.

Data Records – facts maintained in electronic form for communication or processing, which may include Confidential Information.

Enterprise Standards – statewide standards that address website policies, url naming conventions, common design elements and functionality of public facing websites and applications - see www.doit.maryland.gov/webcom

Portal Fees – shall have the meaning set forth in Section 4.B of this WO Agreement.

State – the State of Maryland.

State Web Portal – the website available at www.maryland.gov and the eGovernment services and applications provided by NICUSA pursuant to the Contract and any WO Agreement executed thereunder.

Work Order Request – the request, dated [INSERT DATE], made by Agency that describes the scope of work sought by Agency

Work Order Proposal – NICUSA’s response, dated [INSERT DATE] to the Work Order Request that explains how NICUSA proposes to fulfill Agency’s requirements described in the Work Order Request

SECTION 2: Term of WO Agreement

This WO Agreement shall begin on the date it is approved by the last party necessary to make it effective, and shall end on a date concurrently and automatically upon the termination of the Contract for any reason. This WO Agreement may be amended by the written agreement of all parties to the Contract; provided, however, that in no event shall the term of this WO Agreement continue after the termination of the Contract.

SECTION 3: Termination; Suspension

Termination of the WO Agreement will be in accordance with the Contract – Sections 16 and 17.

Suspension of Work will be in accordance with the Contract – Section 19.

SECTION 4: Provision of Services

Services

During the term of this WO Agreement, NICUSA will provide the services set forth in the Work Order Request (“Request”) and the Work Order Proposal (“Proposal”), as amended by the parties from time to time (collectively, the “Services”). NICUSA will work diligently to accomplish each such application according to the schedule in accordance with the relative priority assigned. Regular meetings will be set to discuss and update the project plan as necessary to complete the Work Order Proposal deliverables.

Portal Fees

NICUSA shall not be entitled to any payment or other consideration from Agency for any Services, except as otherwise explicitly set forth in the Work Order Proposal funding model and cost summary section.

Collections

NICUSA shall be responsible for the receipt of payments of Portal Fees and the receipt of payments for other transactions in accordance with the terms of the Contract. All collections made on Agency’s behalf by NICUSA shall constitute an express trust, and all such collections shall constitute trust funds in which NICUSA has no equitable interest.

Web Site Hosting, Design and Enhancement of Related Services. For services that require NICUSA to develop, design and/or maintain any web sites or other online applications, if any, the following terms and conditions apply:

NICUSA shall first obtain approval from Agency for all screen display designs and applications prior to making such items available on the State Web Portal.

NICUSA will adhere to all State common “look and feel” Enterprise Standards, and will meet or exceed the requirements set forth in the Americans with Disabilities (“ADA”), as amended from time to time. NICUSA will demonstrate the necessary redundancy capabilities to reasonably provide continuous service. All graphics, images, databases, Web pages, and all other Web site components created for this site are the express property of the State. Nothing in this WO Agreement authorizes or requires the Agency to advertise or endorse any company, corporation or entity, including NICUSA.

NICUSA shall be responsible for costs and expenses related to NICUSA’s provision of the Services, including the cost for purchasing or developing and maintaining all programs used to interface with the Agency’s computer applications.

NICUSA acknowledges and agrees it has no right to possession, ownership, or control of Agency Records at any time.

It is understood and agreed that NICUSA shall respond to and, if requested, appear before any and all legislative inquiries into this WO Agreement or the services provided hereunder.

SECTION 5: Access to State Web Portal

NICUSA shall notify the Agency and the Maryland Department of Information Technology (“DoIT”) of any effective unauthorized access to State Web Portal operations lying within NICUSA’s control that compromises personal record or user information, within two (2) business hours of verification of the same. The notice shall contain such detailed information as is available to NICUSA at the time, to aid the State in examining the matter. More complete and detailed information will be provided to the above-referenced parties as it becomes available. For security reasons, the disclosure from NICUSA to the State as contemplated in this WO Agreement may include information specifically designated as “confidential” and shall be treated by the State as such. NICUSA and the State shall cooperate with each other in any public disclosures related to such successful unauthorized access; provided however, NICUSA shall be required to notify law enforcement as appropriate.

SECTION 6: Construction; Order of Precedence.

This WO agreement incorporates all of the terms and conditions of the Master Contract and shall not in any way amend, conflict with or supersede the Master Contract.

SECTION 7: Paragraph headings.

The paragraph headings are inserted in this WO Agreement for convenience only and shall not be used in interpreting this WO Agreement.

SECTION 8: Illegal Provisions.

If any provision of this WO Agreement shall be declared to be illegal, void or unenforceable by a court of competent jurisdiction, the other provisions shall not be affected but shall remain in full force and effect.

SECTION 9: Notices.

NICUSA and the Agency represent that they will immediately notify the others of any third party actions brought against any of them that involves services being performed under this WO Agreement.

All notices required under this WO Agreement shall be in writing and shall be directed to the parties to this WO Agreement as shown below. Any party may change its principal contact or address by doing so in writing, addressed to the other parties at the then current address of those parties (the address in this WO Agreement or any later one modified in accordance with this paragraph), and sent in accordance with this paragraph.

To the Agency:

[INSERT NAME OF AGENCY CONTACT]

To NICUSA:

Maryland Information Division, NICUSA, Inc.

Attn: General Manager (LEGAL NOTICE)

PO Box 6728

Annapolis, MD 21401

With a copy to:

NICUSA, Inc.

Attn: General Counsel (LEGAL NOTICE)

25501 West Valley Parkway, Ste. 300

Olathe, KS 66061

SECTION 10: Total agreement.

This WO Agreement, Work Order Request, Work Order Proposal and the Contract constitute the complete and exclusive statement of the agreement between the parties hereto. No amendment, waiver or alteration of this WO Agreement shall be effective unless signed by an authorized officer of each of the parties to this WO Agreement. Any oral agreement or representation shall bind neither the State nor NICUSA.

Nothing herein contained shall create or be deemed to create any agency, partnership or joint venture between the Parties hereto, and neither party shall have power or authority to obligate or bind the other in any manner whatsoever.

IN WITNESS TO THEIR AGREEMENT TO ALL THE ABOVE AND FOREGOING, the parties hereto have herein below executed this WO Agreement the day and year first above written:

[INSERT NAME OF AGENCY]

______________________________________ Date_____________

NICUSA, Inc.

_____________________________________ Date_____________

Authorized Officer or Agent