47QPCA26Q0006_RFQ Attachment 4_Government AI System Terms and Conditions_2025-11-05.pdf

GOVERNMENT TERMS AND CONDITIONS FOR AI SYSTEMS

Pursuant to the U.S. Office of Management and Budget (“OMB”) memorandum M-25-22 Driving Efficient Acquisition of Artificial Intelligence in Government, these Government Terms and Conditions (“GTC”) for AI Systems are hereby incorporated into the attached Purchase Order

(“PO”).

1.0 DEFINITIONS

As used in this document, if not defined elsewhere in the document:

AI System: shall have the meaning set forth in the Advancing American AI Act, section 7223(4) of Pub.L. 117-263.

Contractor: means the holder of the PO awarded.

Custom Development: means any design, modifications, customizations, configurations, or enhancements to AI Systems or associated implementations or workflows, and any related work product or deliverables, in each case developed specifically for the Government under this PO, including (a) prompt templates specifically developed for the Government under this PO and (b) any modifications, customizations, configurations or enhancements to AI Systems as a result of model training or fine-tuning. For clarity, Custom Development excludes any background intellectual property existing prior to entry into this PO or developed independently by such Contractor or Vendor without use of or reference to the Government’s confidential information or design specifications during the term of this PO.

Data: shall have the meaning set forth in 44 U.S.C. §3502(16) and shall, without limiting the generality of the foregoing, specifically include Data Inputs and Data Outputs.

Data Inputs: means all data, information, PII or content submitted to the AI System, used to fine-tune, test, or validate the AI System, or otherwise provided to the Contractor or Vendor in the performance of this PO, including but not limited to user prompts, queries, instructions, source data, documents, and any other information or content submitted or provided by or on behalf of the Government.

Data Outputs: means all data, information, PII or content generated by the AI System in the performance of this PO, including but not limited to responses, results, analyses, anonymized data, derivative data, metadata, logs, synthetic data, and any other output or action produced by the AI System.

Government Data: collectively means Data Inputs and Data Outputs.

Government: means any entity authorized to obtain procurement services through GSA pursuant to 40 U.S.C. § § 501, 502.

Version 09/17/2025 1

LLM: means a large language model, which is a generative AI model trained on vast, diverse datasets that enable the model to generate natural-language responses to user prompts.

PII: means Personally Identifiable Information, as defined in Office of Management and Budget (OMB) Circular No. A-130.

Vendor: means the licensor of the AI System provided pursuant to the PO, if different from Contractor.

2.0 ORDER OF PRECEDENCE

The terms and conditions of the GTC shall apply to the PO notwithstanding any language in a quote or any Vendor’s commercial terms and conditions purporting to invalidate or override customer purchasing documentation or contract terms or establish a different order of precedence than set forth herein. For purposes of the order of precedence set forth in the GSAR clause at 552.212-4(s) incorporated into the PO, this document is incorporated into the schedule of supplies and services under subparagraph (1) of the clause. In the event of a conflict between this document and any term or condition of the quote or a Vendor’s commercial terms and conditions, the terms and conditions of the GTC shall control to the extent of the conflict.

3.0 CONTRACTOR AND VENDOR RESPONSIBILITIES

If the Contractor is providing an AI System owned and/or operated by a Vendor who is not a party to the PO, then wherever the GTC specifies requirements or restrictions that must be met or adhered to by Vendor or the AI System, the Contractor shall be responsible to the Government for the Vendor’s performance or adherence to such restrictions.

4.0 INTELLECTUAL PROPERTY RIGHTS

4.1 Rights in Government Data:

The Government retains full ownership of and will own all Government Data, Data Inputs, Data Outputs, and Custom Developments. To the extent the Contractor or Vendor obtains any intellectual property rights in Government Data, or any improvements, enhancements, feedback, or derivative works thereof, Contractor and Vendor hereby assign and transfer all such rights to the Government effective immediately upon creation. The Vendor retains ownership of the underlying AI System and base models.

4.2 Contractor License and Permitted Uses:

Version 09/17/2025 2

Neither Contractor nor Vendor shall have any rights to use Government Data, information provided to the Contractor or Vendor, or Custom Developments; provided, however, that Contractor shall have a limited, revocable, non-exclusive, non-transferable, license to use Government Data and Custom Developments solely for the following permitted purposes: (i) performing the specific requirements of this PO; (ii) providing technical support and maintenance as required under this PO; and (iii) such other uses as may be expressly authorized in writing by the Contracting Officer. This license shall be exercised only during the PO period of performance and only through the Contractor, Vendor, subcontractors, or teaming partners as authorized under this PO.

4.3 Custom Developments and Model Rights:

The Vendor shall: (i) dedicate the Custom Developments, including any custom models resulting from such Custom Developments, to the Government's exclusive use; (ii) treat such Custom Developments, custom models and all associated Data as the Government's confidential information; and (iii) not use, reproduce, or derive benefit from such Custom Developments or custom models for any other purpose, or for the benefit of any other party, without express written authorization from the Contracting Officer.

4.4 Feedback and Improvements:

The Government retains ownership of any feedback provided by the Government to the Contractor or Vendor with respect to the AI System and any improvements, enhancements, corrections, annotations, or other modifications made to Government Data (collectively, “Data Improvements”) or Custom Developments, regardless of whether such Data Improvements are generated by Government personnel, the Contractor, Vendor, or through automated processes. To the extent the Contractor or Vendor obtains any intellectual property rights in such feedback or Data Improvements, except for the limited right to use provided herein, Contractor and Vendor hereby assign and transfer all such rights to the Government effective immediately upon creation.

4.5 Government Data Usage:

A. AI Use Disclosure. Contractor shall disclose the use of any AI System, including any use by a Vendor and subcontractor in the performance of this PO. This includes both AI Systems that are expressly part of the contracted deliverables as well as any AI Systems utilized in the fulfillment of contract obligations. Unless instructed otherwise by the PO Contracting Officer, the initial disclosure shall be made in the Contractor’s quote for this PO and shall be amended or supplemented after award no less than 30 days prior to a material change to the facts initially or previously disclosed. The Contractor must use only American AI Systems. The use of foreign AI systems in the performance of this PO, including any AI components manufactured, developed, or controlled by non-U.S.

entities, is prohibited.

Version 09/17/2025 3

B. Advertising Restrictions. The Government Data shall not be used to target Government or non-Government entities or inform Contractor’s or Vendor’s advertising, marketing, sales, monetization, strategy, operations or other business decisions.

C. Data Handling. The Government Data shall not be used to train, fine-tune, or otherwise improve any LLM or other machine learning or AI models, including those operated by third parties, or to develop or improve the AI System(s) for any other customers or any commercial or non-commercial purposes. Government Data shall not be retained, accessed, or used beyond the scope and duration expressly permitted under this PO.

D. License Grant to Government. Notwithstanding anything to the contrary in the Vendor’s licensing terms for the AI System, the Vendor grants to the Government an irrevocable, royalty-free, non-exclusive license to use the AI System for the duration of this PO for any lawful Government purpose. This license includes the right to: (a) operate and access the AI System through agreed-upon methods; (b) input Data Inputs and receive Data Outputs; (c) allow authorized Government personnel and contractors to use the AI System; and (d) integrate the AI System with Government systems as necessary for any lawful Government purpose.

E. Restricted Processing. The Contractor shall:

1. Process (including collecting, retaining, or otherwise using) Government Data solely for the express purpose of performing the PO;

2. Implement technical, administrative, physical, and organizational safeguards to protect Government Data from loss, damage, destruction, unauthorized alteration, or corruption, and prevent its unauthorized, accidental, or unlawful access, disclosure, use, or processing;

3. Maintain detailed records of all processing activities involving Government Data;

4. Ensure that all Vendors, subcontractors, and third parties engaged in connection with this PO comply with all terms and conditions set forth in these GTC, including the processing restrictions set forth in this section;

5. Comply with Data localization requirements, including but not limited to: (a) not removing or allowing removal of any Government Data from the agreed-upon premises; (b) not transmitting, storing, taking, or accessing Government Data, or allowing Government Data to be transmitted, stored, taken, or accessed by any means outside of the agreed-upon premises, without express written consent from the ordering agency; and (c) maintaining Government Data solely within the designated geographic boundaries and approved facilities as specified in this PO.

Version 09/17/2025 4

5.0 Audit and Compliance

5.1 Contractor Obligations for Compliance, Auditing, and Documentation:

A. The Contractor shall:

1. Allow the Government to conduct periodic audits of the Contractor's systems and processes used in the performance of the PO. Such audits may be conducted: (a) at reasonable intervals determined by the Government; (b) immediately upon suspected or actual security breaches or compliance violations; (c) upon material changes to the AI System; and (d) as required by applicable regulations. The Government may conduct its own independent testing using Government-provided Data. Contractor shall bear all costs associated with audits conducted due to Contractor non-compliance or security incidents;

2. Notify the Government within 24 hours of any suspected or confirmed unauthorized access to, use of, or disclosure of, or security incident involving, Government Data or the AI System. Such notification shall include: (a) nature and scope of the incident;

(b) Data potentially affected; (c) immediate remediation steps taken; (d) timeline for full resolution; and (e) measures to prevent recurrence;

3. Provide, upon Government request, and under appropriate confidentiality protections, comprehensive documentation including but not limited to: (a) compliance verification with GTC and the PO; (b) AI System decision-making processes, logic, and operational parameters; (c) system documentation consistent with NIST AI Risk Management Framework guidelines, including system cards or equivalent documentation; (d) privacy controls effectiveness and PII processing prohibition compliance; (e) testing methodologies used to detect and mitigate noncompliance with the unbiased AI principles described in Section 7.1; (f) known biases, limitations, safety concerns, and performance metrics; and (g) any other information necessary for the ordering agency to complete an AI Impact Assessment required by OMB M-25-21;

4. Implement human oversight and intervention capabilities, including: (a) mechanisms for human review and override of AI decisions when required; (b) clear escalation procedures for human intervention; and (c) for high-impact AI Systems, automatic recording and retention of decision-making events and rationale. AI is considered high-impact when its output serves as a principal basis for decisions or actions that have a legal, material, binding, or significant effect on rights or safety;

5. Establish feedback mechanisms allowing the Government to: (a) provide performance feedback and improvement requests through formal channels; (b) request system modifications or enhancements; and (c) report operational concerns without requiring incident classification. Government Data and Government

Version 09/17/2025 5 confidential information shall be expressly excluded from any feedback the Contractor may use for system improvement purposes or any other purposes (except solely the performance of the PO);

6. Submit new model versions and features to Government review and testing for compliance with performance standards prior to deployment in compliance with Section 9. Performance standards shall include: (a) accuracy and reliability metrics;

(b) bias and fairness measurements; (c) security and privacy compliance; and (d) operational effectiveness criteria;

7. Provide all documentation and information under appropriate confidentiality protections, including protective orders or non-disclosure agreements as necessary, recognizing that such information shall not be made available to the public absent specific legal requirements.

6.0 PRIVACY AND CONFIDENTIALITY PROTECTIONS

6.1 PII Controls:

Contractor shall implement appropriate Government configurable controls, including but not limited to automated detection mechanisms and clear user notifications, to manage, prevent, and reject the entry or persistence of PII within the AI System.

6.2 Inadvertent PII Handling Procedures:

A. In the event PII is inadvertently submitted to or processed by the AI System bypassing Government configurable controls:

1. Contractor shall immediately and permanently delete any PII from the AI System and all other systems and backups in which the submitted PII occurs.

2. Contractor shall document the inadvertent submission or processing, including details of detection, containment, and remediation steps taken.

6.3 Confidentiality of Government Data

The Contractor and Vendor shall: (a) protect all Government Data by treating it as sensitive and confidential in perpetuity; (b) not disclose any Government Data to any party without prior written permission of the PO Contracting Officer; (c) use Government Data solely as required for the performance of the PO and for no other purpose and in no other manner whatsoever; (d) implement "eyes off" Data handling procedures that restrict human review of Government Data except as strictly necessary to provide the AI System to the Government (including ensuring that any human access to Government

Version 09/17/2025 6

Data must be logged, justified, and limited to the minimum necessary for system functionality); (e) implement and maintain appropriate technical and organizational measures to ensure that all Government Data is logically and physically segregated from the Data of any other customer or client, and is not commingled with Data of other customers or clients; and (f) upon completion, termination or expiration of the PO, unless otherwise directed in writing by the Government, securely delete all Government Data from the AI System and all its other systems and all copies, backups and derivatives thereof, and certify deletion to the PO Contracting Officer in writing.

7.0 DATA PORTABILITY AND INTEROPERABILITY

The Contractor shall ensure the use of open and standard Data formats and application programming interfaces (APIs) for all Data Outputs, Custom Developments and AI Systems. The Contractor shall not, and shall cause any applicable Vendors not to, use proprietary technologies or formats that, and shall not otherwise, require additional licensing or create vendor dependencies.

8.0 DATA MIGRATION SERVICES

The terms and conditions in this Section 8.0 are collectively referred to as "Migration Services." If the Government notifies the Contractor of its intention to transition to a different AI provider, the Contractor shall continue providing Migration Services until the Government completes its transition, contingent on the Government's good faith efforts to transition diligently. The Government shall provide reasonable advance written notice and work cooperatively with the Contractor to establish a mutually agreed transition timeline.

8.1 Knowledge Transfer:

A. Contractor shall be responsible for the managed export of the following from the AI System to a new provider or a location designated by the ordering agency:

1. All Government Data and content. User-generated content, conversational history, uploaded documents and media files, and custom knowledge bases in interoperable formats;

2. User and access management. User accounts, roles, permissions, authentication configurations, and usage policies in structured, interoperable formats;

3. Analytics and logs. Usage analytics, performance metrics, audit trails, security logs, and billing/usage Data segregated by user, department, or project in interoperable formats.

Version 09/17/2025 7

B. Contractor shall make best efforts to provide the requisite technical support to facilitate a transfer of the Government Data and content to a new provider or a location designated by the ordering agency.

C. Contractor shall make best efforts to assist with the resolution of any reasonable unforeseen issues or complexities that may arise during the migration process.

8.2 Pricing Transparency and Gratuitous Migration Services:

A. Contractor shall maintain transparency in pricing structures and notify the ordering agency of any anticipated significant changes to pricing models.

B. Any Migration Services provided by Contractor beyond the date of expiration or termination of the PO (“Contract Termination Date”) shall be provided gratuitously to the United States Government. Contractor agrees not to seek, accept, or expect any payment or other form of compensation for the Migration Services provided beyond the Contract Termination Date and acknowledges that it has no expectation of payment or compensation from the United States Government for such Migration Services.

9.0 CHANGE MANAGEMENT

9.1 Advance Notice. Contractor shall provide 30-day written notice before implementing, updating or upgrading any AI enhancements, features, or components being incorporated into the AI services, including but not limited to modifications to system prompts, behavioral instructions, or other modifications that would impact performance.

9.2 Government Review. Following Government receipt of the notice under Section 9.1, the Government has 30 business days to test, review, and approve/reject proposed changes for performance and compliance with these GTC.

9.3 Version Control. Contractor shall: (a) maintain the previous AI version for 90 days post-deployment of a new version; (b) allow Government to opt out of new features while retaining existing functionality by providing notice to the Contractor prior to deployment of the new version; (c) provide rollback capability to the previous version within 30 days if requested within the 90-day period under clause (a).

10.0 SYSTEM EVALUATION, TESTING, AND SAFETY MONITORING

10.1 Unbiased AI principles, Continuous Monitoring, Incident Reporting, and Remediation

A. Contractor shall make best efforts to ensure the AI system complies with the following

Unbiased AI Principles:

Version 09/17/2025 8

1. Truth-seeking: The AI system shall be truthful in responding to user prompts seeking factual information or analysis. The AI system shall prioritize historical accuracy, scientific inquiry, and objectivity, and shall acknowledge uncertainty where reliable information is incomplete or contradictory.

2. Ideological Neutrality: The AI system shall be a neutral, nonpartisan tool that does not manipulate responses in favor of ideological dogmas such as Diversity, Equity, Inclusion.

Contractor shall not intentionally encode partisan or ideological judgments into the LLM's outputs.

B. Contractor shall implement ongoing monitoring for bias, and safety issues, and shall:

1. Implement continuous improvement processes to enhance detection and mitigation of performance, bias, and safety issues and/or systems generating illegal or prohibited content, including regular evaluation of system outputs (excluding Data Outputs as defined in section 1.0 above) against verified factual sources.

2. Notify the PO Contracting Officer within 24 hours of identifying any safety issue and provide written updates to the Contracting Officer every 24 hours until all mitigation or remediation activities have been completed.

3. Provide, upon request, detailed documentation of mitigation or remediation efforts, including testing results demonstrating resolution.

4. Provide, upon request, quarterly reports summarizing AI System performance, user feedback, and any bias or safety incidents.

10.2 Government Evaluation Rights, and Remediation:

A. The Government reserves the right to conduct assessments of the AI model(s) used in connection with the AI System, including bias and safety evaluations, at any time during the PO period of performance.

B. Contractor shall provide timely cooperation and access to enable effective performance of such assessments, including but not limited to disclosure of the LLM's system prompt, specifications, evaluations, or other relevant documentation.

C. If an ordering agency assessment identifies performance issues with unbiased AI principles, safety concerns, or other harmful outputs:

1. Ordering agency shall provide written notification to the Contractor specifying the nature of the identified issues.

Version 09/17/2025 9

2. Contractor shall, at no additional cost to the Government, investigate and remediate substantiated issues within 30 calendar days of notification.

10.3 Non-Compliance:

A. If remediation efforts fail to adequately address performance, bias, and safety issues:

1. Ordering agency retains the right to suspend use of the AI System until remediation is satisfactorily completed;

2. The Government may, at its discretion, initiate procedures for termination for cause in accordance with the terms of the PO;

3. The Government may seek third-party remediation at Contractor's expense;

4. The Contractor shall be liable for any decommissioning costs and reasonable costs associated with transitioning to an alternative solution; and

5. Contractor shall indemnify and hold harmless the Government against any claims, damages, or liabilities arising from demonstrable harm caused by issues that were not properly disclosed or were misrepresented by the Contractor.

Version 09/17/2025 10

8.0 DATA MIGRATION SERVICES