Common use of Flow Down Provisions Clause in Contracts

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY) 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY). 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100002 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY) 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100005 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY). 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 Page 1 of 1 HHS000874100019 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY). 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100011 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY). 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 Page 1 of 1 HHS000874100028 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY) 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100012 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY) 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100010 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY) 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 Page 1 of 1 Attachment D. ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY) 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100001 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY) 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100003 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY). 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100010 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY). 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100027 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY). 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100017 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY). 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100023 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY) 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100018 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY). 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100007 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8

Flow Down Provisions. Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract. MODIFICATIONS TO HHS UNIFORM TERMS AND CONDITIONS (GOVERNMENTAL ENTITY) 1. Article III, Section 3.4, relating to “Refunds and Overpayments,” is hereby deleted. 2. Article VII, relating to “Record Retention, Audit, and Confidentiality,” is hereby deleted 3. Article VIII, relating to “Contract Remedies and Early Termination,” is hereby deleted. 4. Article IX, Section 9.2, relating to “Insurance,” is hereby deleted. 5. Article IX, Section 9.3(C)(iii), relating to “Limitation on Authority,” is hereby deleted. 6. Article IX, Section 9.8, relating to “Subcontractors,” is hereby amended and restated as follows: Subcontracts, if any, entered into by the Performing Agency shall be in writing and be subject to the requirements of the Contract. Should Performing Agency subcontract any of the services required in the Contract, Performing Agency expressly understands and acknowledges that in entering into such subcontract(s), System Agency is in no manner liable to any subcontractor(s) of Performing Agency. In no event shall this provision relieve Performing Agency of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. 7. Article IX, Section 9.14, relating to “Dispute Resolution,” is hereby deleted. 8. Article IX, Section 9.16, relating to “Media Releases,” is hereby deleted. 9. Article IX, Section 9.17, relating to “No Marketing Activities,” is hereby deleted. 1. HHSC Contract No. HHS000874100009 HHS000874100024 Page 1 of 1 Attachment D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 5 1.1 DEFINITIONS 5 1.2 INTERPRETIVE PROVISIONS 6 ARTICLE II. PAYMENT PROVISIONS 7 2.1 PAYMENT 7 2.2 ANCILLARY AND TRAVEL EXPENSES 7 2.3 NO QUANTITY GUARANTEES 7 2.4 TAXES 7 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 EXCESS OBLIGATIONS PROHIBITED 8