Attachment 1_License Agreement Addendum.vF.pdf

Commercial Data Hub Pilot Program RFP No. 1331L524R13OS0005

ATTACHMENT 1: LICENSE AGREEMENT ADDENDUM

These addendum terms are agreed to by ____________ ("Contractor"), a company whose commercial product(s) form the Contractor Product as offered in response to Request for Proposal (RFP) 1331L524R13OS0005. The defined terms in this addendum are those used in the RFP, unless otherwise noted.

This attachment shall function as an addendum to the Contractor's standard license terms and conditions that the Contractor customarily uses in connection with its commercial offerings of the Contractor Product (the "Commercial License").

The Contractor hereby agrees to the following modifications and amendments of the Commercial License, to the extent such terms exist in the Commercial License, and to disclaim any inconsistencies with federal procurement law and the Government requirements as stated in the RFP:

a.) The Commercial License shall be governed solely by U.S. Federal law and venue.

b.) "Click through" licensing and acceptance purporting to bind the Government as end user to terms not part of the RFP and resultant prime contract are disavowed and shall be disabled or not included or shall have no effect.

c.) The Government will not have any indemnification obligations to the Contractor or any other third party in connection with the Commercial Product.

d.) Any price escalation, reimbursement, surcharges, liquidated damages and audit costs sought to be imposed on the Government are revoked in favor of the terms and procedures of the RFP and resulting prime contract.

e.) Any provisions seeking to impose penalties on the Government for late payment are revoked and shall be governed by the prime contract and the Prompt Payment Act.

f.) Any provisions seeking to impose attorney fees on the Government are revoked in favor of any applicable provision in the prime contract, and the Equal Access to Justice Act, if applicable.

g.) Any provisions that seek to assess or impose liability on the Government for taxes are revoked in favor of federal law and any applicable terms of the prime contract.

h.) Any provisions that attempt to impose the license terms of any third party upon the Government are hereby revoked in favor of the terms of the RFP assertions procedures and any resultant prime contract.

i.) Any provisions that impose any automatic renewal obligations in connection with the Commercial Product or any other obligations that would violate the Anti-Deficiency Act, 31 U.S.C. 1341, are disclaimed.

Commercial Data Hub Pilot Program RFP No. 1331L524R13OS0005 j.) Dispute resolution provisions that purport to apply to the Government are revoked and shall be as prescribed in the prime contract or any subcontract Contractor enters into with its upper tier subcontractor or prime.

k.) Clauses attempting to subject the Government to equitable remedies and injunctions are revoked in favor of applicable federal laws, including 28 USC §1498, and any clauses from the prime contract.

l.) Contractor's ability to unilaterally terminate or modify its agreements shall not apply to the Government and shall be governed instead by federal law, including any terms from the prime contract as may apply and any applicable federal procurement statutes or other federal laws.

m.) Any provisions concerning assignment that might apply to the Government are revoked in favor of the RFP terms and any applicable federal law(s).

n.) Any provisions concerning the order of precedence of terms that purport to apply to the Government as end user, or provisions that attempt to impose state law rather than federal law on the Government, are revoked in favor of federal law and the terms of the prime contract.

o.) The Government shall not take any licenses to Contractor trademarks or know-how and shall not be obligated to any trademark and know-how licensing terms in the Commercial License. The Government remains obligated to retain and respect Contractor trademarks and leave such trademarks unchanged. If recorded, the Government will treat know-how as technical data, and will follow the technical data according to the terms of the contract resulting from the RFP.

p.) Any clauses that are otherwise contrary to or inconsistent with federal procurement law are revoked in favor of such federal law and any applicable prime contract terms under this procurement.

q.) The Government shall be permitted to use the data received under this contract in a manner consistent with the terms of the RFP and resulting contract.

r.) Except as provided in this addendum, the Commercial License shall remain in full force and effect in accordance with its terms.

These terms shall take precedence over and hereby supersede any conflicting terms in the Commercial License and shall be incorporated as an attachment and made part of any resultant contract issued to the Contractor under this solicitation.