MAS - DS2 LLC - 47QRAA19D005F

Contractor has been awarded under the Standard Industry Group – Professional Services. All awarded SINs are available to state and local government entities.

SIN 541330ENG – Engineering Services SIN 541370GIS – Geographic Information Services (GIS)

SIN 541420 – Engineering System Design and Integration Services SIN 541715 - Engineering Research and Development and Strategic Planning

SIN OLM Order-Level Materials (OLMs)

DS2 LLC

310 Government Avenue Niceville, FL 32578

Phone Number: 850-279-6176 https://www.ds2.com

Contract Number: 47QRAA19D005F Period Covered by Contract: March 5, 2024 through March 4, 2029

Business Size: Small Business

Contract Administrator: Jeff Williams Phone: 850-307-2781

Email: jeff.williams@ds2.com

Pricelist effective 09/12/2024

GENERAL SERVICES ADMINISTRATION

Federal Acquisition Service

Authorized Federal Supply Schedule Catalog/Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!™, a menu-driven database system. The INTERNET address for GSA Advantage!™ is: http://www.GSAAdvantage.gov.

MAS – Professional Services mailto:laura.chillura@us.kbr.com http://www.gsaadvantage.gov/

DS2 LLC Contract #47QRAA19D005F

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

TABLE OF CONTENTS

TABLE OF CONTENTS

1.0 CUSTOMER INFORMATION

2.0 LABOR CATEGORY PRICING

3.0 LABOR CATEGORY DESCRIPTIONS

http://www.gsa.gov/

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

1.0 CUSTOMER INFORMATION

1a. Table of Awarded Special Item Number(s):

SIN DESCRIPTION

541330ENG Engineering Services

541370GIS Geographic Information Services (GIS) 541420 Engineering System Design and Integration Services 541715 Engineering Research and Development and Strategic Planning OLM Order-Level Materials (OLM)

1b. Lowest Priced Model Number and Price for Each SIN: Not applicable.

1c. Hourly Rates: See pages 5 through 8.

2. Maximum Order: $1,000,000.

3. Minimum Order: $100

4. Geographic Coverage (Delivery Area): Domestic only.

5. Point(s) of Production (city, county, and state or foreign country): USA

6. Discounts from List Prices or Statement of Net Price: GSA Net Prices are shown on the attached GSA Price List. Negotiated discount has been deducted and the IFF has been included.

7. Quantity/Volume Discounts: None.

8. Prompt Payment Terms: Net 30 Days

9a. Government Purchase Cards must be accepted at or below the micro-purchase threshold.

9b. Government Purchase Cards are accepted above the micro-purchase threshold.

10. Foreign Items: None.

11a. Time of Delivery: As negotiated with ordering activity.

11b. Expedited Delivery: Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

11c. Overnight and 2-Day Delivery: Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

11d. Urgent Requirements: Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

12. F.O.B Point(s): Destination

13a. Ordering Address: 310 Government Avenue, Niceville, FL 32578

13b. Ordering Procedures: Ordering activities shall use the ordering procedures described in Federal

Acquisition Regulation 8.405-3 when placing an order or establishing a BPA for supplies or services. The ordering procedures, information on Blanket Purchase Agreements (BPA’s) and a sample BPA can be found at the GSA/FSS Schedule Homepage (fss.gsa.gov/schedules).

Payment Address:

310 Government Avenue Niceville, FL 32578

14. Warranty Provision: Not applicable.

15. Export Packing Charges: Not applicable.

16. Terms and conditions of Government purchase card acceptance: Accepted.

17. Terms and conditions of rental, maintenance, and repair: Not applicable.

18. Terms and conditions of installation: Not applicable.

19. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: Not applicable.

20a. Terms and conditions for any other services: Not applicable.

21. List of Service and Distribution Points: Not applicable.

22. List of Participating Dealers: Not applicable.

23. Preventive Maintenance: Not applicable.

24a. Environmental attributes, e.g., recycled content, energy efficiency, and/or reduced pollutants: Not applicable.

24b. Section 508 Compliance: As applicable.

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

25. Unique Entity Identifier (UEI) Number In SAM.Gov: XEXZW3E6T2M5

26. System for Award Management (SAM): DS2 LLC is registered in SAM.

2.0 LABOR CATEGORY PRICING

The rates shown below include the Industrial Funding Fee (IFF) of 0.75%.

SIN Labor Category 3/05/24 - 3/5/2025 3/5/2026 3/5/2027 3/5/2028

334290 Drafter 1 3/4/2025 3/4/2026 3/4/2027 3/4/2028 3/4/2029 ALL SINS Executive Director $174.77 $180.01 $185.41 $190.98 $196.71 ALL SINS Technical Director $133.87 $137.89 $142.03 $146.29 $150.68 ALL SINS Principle Software Engineer $140.36 $144.57 $148.91 $153.38 $157.98 ALL SINS Senior Software Engineer $132.81 $136.79 $140.89 $145.12 $149.47 ALL SINS Software Engineer $116.06 $119.54 $123.13 $126.82 $130.63 ALL SINS Junior Software Engineer $100.51 $103.53 $106.64 $109.83 $113.13 ALL SINS Associate Software Engineer $64.19 $66.12 $68.10 $70.14 $72.25

ALL SINS Senior Systems Engineer $111.11 $114.45 $117.88 $121.42 $125.06

ALL SINS 3D Technical Artist, Unity $116.06 $119.54 $123.13 $126.82 $130.63

ALL SINS Systems Engineer $86.62 $89.22 $91.89 $94.65 $97.49

ALL SINS Technical Writer $80.97 $83.40 $85.90 $88.48 $91.13

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

3.0 LABOR CATEGORY DESCRIPTIONS

TITLE DESCRIPTION YEARS OF

DEGREE REQUIRED

Executive Director Responsible for managing company/organizational issues, addresses day-to-day operations.

Provides management and technical direction to directors, program managers or other program or project personnel. Responsible for marketing, advertising, finance, human resources, and product and services delivery.

Exercises independent judgment and a high level of analytical skills in solving technical, administrative and managerial problems.

15 Master’s Degree in associated discipline.

Technical Director Provides management and technical direction to program managers or other program or project personnel. Exercises independent judgment and a high level of analytical skills in solving technical, administrative and managerial problems.

Accountable for project planning, execution and performance.

12 BA/BS Degree in associated discipline.

Principle Software Engineer

Leads a medium to large team performing design, implementation, and integration of software or independently performs highly complex software development tasks.

12 Master’s Degree in associated discipline.

Senior Software Engineer

Expert authority in various programming languages. Is capable of taking requirements from the customer and developing code to satisfy those requirements while following standard software development life cycles.

10 Bachelor’s Degree in Computer Science

Software Engineer Leads team for design, implementation, and integration of software or independently performs complex software development tasks.

6 BA/BS Degree in associated discipline.

Junior Software Engineer

Performs software design, implementation, and integration tasks within a software development effort.

3 BA/BS Degree in associated discipline.

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

TITLE DESCRIPTION YEARS OF

DEGREE REQUIRED

Associate Software Engineer

Performs tasking in area of discipline as directed.

0 BA/BS Degree in associated discipline.

Senior Systems Engineer Plan, coordinate, and manage engineering projects. Provide comprehensive definition of all aspects of system development from analysis of mission needs to verification of system performance.

10 Master’s Degree in associated discipline.

3D Technical Artist, Unity

Experience working with Unity or Unreal gaming engines. Proficiency working with Maya asset workflows between Maya and Unity.

Understanding of functional levels within Unity, Physical Based Rendering (PBR), performance profiles, user interface panels, and textures. Develops storyboards and concept design. Works with engineers to solve problems.

Interfaces with development team regularly and is adept in oral and written communications.

5 BA/BS Degree in associated discipline

Systems Engineer

Define and execute systems engineering activities within a project.

Activities may consist of systems planning, performance management, capacity planning, testing and validation, benchmarking, information engineering, and development and staffing of a system engineering plan.

6 BA/BS Degree in associated discipline.

Technical Writer Perform writing, editing, and rewriting of material of a technical nature. Prepares user guides and other technical documentation for presentations.

2 Associate’s Degree.

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

4.0 OLM - Order Level Materials

MFR PART NO PRODUCT

NAME

PRODUCT DESCRIPTION GSA PRICE

C2ADRSIM-VST

C2ADRSIM-Virtual Sand Table (VST)

Command and Control (C2) Airfield Damage Repair (ADR) Simulator – Virtual Sand Table

$ 75,000.00

5.0 DS2 LLC TERMS OF SERVICE

October 5, 2023

These Terms of Service (“Terms”) are between DS2LLC (“DS2,” “Our,” “We,” “Us” or similar terms, successor in interest to DS2 LLC) and the Federal agency customer Ordering Activity (as defined at FAR 8.401) identified in a Federal agency order under a GSA MAS prime contract (“Customer,” “You,” “Your” or similar terms) who accepts these Terms, or accesses and/or uses the DS2 Solutions (as defined below).

These Terms govern Customer’s subscription to the DS2 Solutions in connection with any paid or Evaluation use of the Solutions.

Capitalized terms will have the meaning assigned to such terms where defined throughout these Terms.

Each of DS2 or Customer is sometimes described in these Terms as a “Party” and together, “Parties,” which Parties agree as follows:

1. License.

1.1. Purchase Order. A “Purchase Order” means a written document such as a purchase order, service order or a similar document agreed to in writing and executed by You and DS2 or a DS2 approved partner (such as a reseller or distributor and collectively, “Partner”), in each case covering Your subscription to Solutions or Evaluation offering.

1.2. Scope of Agreement. These Terms govern Your access to a subscription to DS2’s platform including its malware protection, detection and remediation solutions, endpoint detection and response solutions, device discovery and control solutions, and other solutions offered by DS2 over time, directly or through a Partner, together with the software underlying such products and services and any updates, patches, bug fixes and versions (“Enhancements” to the “DS2 Software”, and collectively, the “DS2 Solutions” or “Solution(s)”). You agree to accept all Enhancements necessary for the proper function of the Solutions as released by DS2 from time to time, and further agree that DS2 shall not be responsible for the proper

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov performance of the Solutions or security issues encountered with the Solutions related to Your failure to accept Enhancements in a timely manner.

1.3. Related Services and Products. As an active Customer subscribing to the Solutions in accordance with these Terms, during the Subscription Term You may receive and/or subscribe to other related services from DS2, such as support services (“DS2 Support”), or other services (collectively “DS2 Services”); and/or You may procure a license to certain DS2 products (such “Other DS2 Services and Products”); in each of the foregoing, as detailed in a relevant Purchase Order listing any such Other DS2 Services and Products. Your subscription to such Other DS2 Services and Products may be subject in each case to these Terms as well as the specific terms for each such Other DS2 Services and Products which will be provided and incorporated as Exhibits to these Terms as applicable.

1.4. Documentation. All use of the Solutions shall be in accordance with Our then‐current published documentation such as technical user guides, installation instructions, articles or similar documentation specifying the functionalities of the Solutions and made available by Us to You through the DS2 Knowledge Base on the Customer Portal, as updated from time-to-time in the normal course of business (“Documentation”).

1.5. License Grant. Subject to Your continued compliance with the terms and conditions of these Terms, We hereby grant You (directly or through a Partner, as applicable) a worldwide, non‐transferable, nonexclusive license during the Subscription Term or any Evaluation Period to install, store, access, use, execute and display the Solutions (including Enhancements) solely in support of Your internal business security and operation, in accordance with the Documentation describing the permissible use of the Solutions (“License”). The License granted herein is limited to the number of physical or virtual computing devices and/or computing environments (such as containers) that can process data (“Endpoints”) or the number of SDK copies licensed to You pursuant to a valid Purchase Order. We will make the DS2 Software available to You via download from Our website (“Site”) at www.DS2.com or other means as may be determined by Us from time to time.

1.6. Other Services. If You decide to enable, access or use third Party products, applications, services, software, networks or other systems, and/or information which may be linked to the Solutions through Our open APIs (collectively, “Other Services”), including integrating such Other Services directly to Your instance of the Solutions, be advised that Your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data or any interaction between You and the provider of such Other Services, or any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You expressly permit Us to disclose Your Login as well as Your Data to such Other Services as necessary to facilitate Your enablement and use of such Other Services.

1.7. Third Party Service. If You enter into an agreement with a third party to manage the installation, onboarding and/or operation of the Solutions on Your behalf (“Third Party Service”) then You may allow such Third Party Service to use the Solutions provided that (i) as between the Parties, You remain responsible for all obligations under these Terms; (ii) such Third Party Service only uses the Solutions for Your internal purposes and not for the benefit of any third party or the Third Party Service, and agrees to these Terms in providing services to You; and (iii) You remain liable to Us for the Third Party Service’s actions on Your behalf.

http://www.kbr.com/

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

2. Restrictions.

Except as expressly authorized by these Terms, You may not do any of the following:

(i) modify, disclose, alter, translate or create derivative works of the DS2 Solutions (or any components thereof) or any accompanying Documentation;

(ii) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Solutions (or any components thereof) or any Documentation;

(iii) use the Solutions other than as permitted under these Terms, as directly related to Your internal business operations and in conformity with the Documentation, and not otherwise use the Solutions for any other commercial or business use, including without limitation offering any portion of the Solutions as benefits or services to third parties;

(iv) use the Solutions in violation of any laws or regulations, including, without limitation, to store or transmit infringing, libelous or otherwise unlawful or tortious material, or material in violation of third‐ party privacy rights;

(v) use the Solutions to store, transmit or test for any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions;

(vi) probe, scan or test the efficacy or vulnerability of the Solutions, or take any action in an effort to circumvent or undermine the Solutions, except for the legitimate testing of the Solutions in coordination with DS2, in connection with considering a subscription to the Solutions as licensed herein;

(vii) attempt or actually disassemble, decompile or reverse engineer, copy, frame or mirror any part or content of the Solutions, or otherwise derive any of the Solutions’ source code;

(viii) access, test, and/or use the Solutions in any way to build a competitive product or service, or copy any features or functions of the Solutions;

(ix) interfere with or disrupt the integrity or performance of the Solutions;

(x) attempt to gain unauthorized access to the Solutions or their related systems or networks;

(xi) disclose to any third party or publish in any media any performance information or analysis relating to the Solutions;

(xii) fail to maintain all copyright, trademark and proprietary notices on the Solutions and any permitted copy thereof; or

(xiii) cause or permit any Solutions user or third party to do any of the foregoing.

3. Ownership and Reservation of Rights.

3.1. Customer. As between the Parties, You reserve all right, title and interest in and to Your Data and all Intellectual Property Rights embodied in Your Data (collectively, the “Customer IP”).

3.2. DS2. As between the Parties, We reserve all right, title and interest in and to the Solutions and any and all Intellectual Property Rights embodied in the DS2 Solutions (collectively, the “DS2 IP”).

3.3. Reservation of Rights. Each Party reserves all rights not expressly granted in these Terms, and no licenses are granted by one Party to the other Party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth in these Terms. For the purpose of these Terms, “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including any and all revisions, modifications, For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov translations, extensions, abridgments, condensations or expansions of, and applications and registrations for, any of the foregoing.

4. Billing, Plan Modifications and Payments.

4.1. Fees. The fees and payment terms for the Solutions and any Other DS2 Services or Products shall be set forth in one or more valid Purchase Orders between You and DS2 or a Partner in accordance with the GSA Schedule Pricelist (“Fees”).

4.2. Interest and Taxes. Interest on past‐due payments may be charged up to the maximum amount allowed by regulation or statute. We shall state separately on invoices taxes excluded from the fees, and the You agree either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.

5. Confidentiality.

5.1. Definition. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) concerning or related to the DS2 Solutions and any Other DS2 Services and Products or any other information of the Disclosing Party that is marked as confidential or proprietary, or that the Receiving Party knows or reasonably should know is confidential information of the Disclosing Party given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party. Confidential Information includes, but is not limited to, all proprietary and/or non‐public technical, business, commercial, financial and/or legal information, such as any and all Solutions information generally shared with Customer and as specifically related to Customer, business plans, product information, pricing, financial plans, know how, Customer information, strategies, and other similar information for example, but excluding Your Data.

5.2. Obligations. The Receiving Party will maintain the Confidential Information in confidence for a period ending three (3) years following the effective date of termination of these Terms and will not use such Confidential Information except as expressly permitted in these Terms (provided that Confidential Information defined as a trade secret under any applicable law shall be maintained in confidence so long as it retains its confidentiality status under such laws). The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care.

Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under these Terms, and the Receiving Party will only disclose Confidential Information to its directors, officers, employees and/or contractors who have a need to know such Confidential Information in order to perform their duties under these Terms. Each Party may however disclose the terms and conditions of these Terms: (i) to legal counsel of such Party; (ii) to such Party’s accountants, banks, financing sources and their advisors; (iii) in connection with the enforcement of these Terms or rights under these Terms; or (iv) in connection with an actual or proposed merger, acquisition or similar transaction.

5.3. Exceptions. Confidential Information will not include information that: (i) is in or enters the public domain without breach of these Terms through no fault of the Receiving Party; (ii) the Receiving Party can reasonably demonstrate was in its possession without a duty of confidentiality prior to first receiving it from the Disclosing Party; (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Confidential Information; or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. The Receiving Party may disclose Confidential Information that it is required to disclose by an applicable statute, or by a subpoena or order issued by a court of competent jurisdiction (each, an “Order”).

The Receiving Party shall: (a) give the Disclosing Party written notice of any Order within 24 hours after

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov receiving it, provided such notice is not prohibited; and (b) cooperate fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to disclosure of the information required by the Order and seek a protective order or other appropriate relief.

In the event of any dispute between the Parties as to whether specific information is within one or more of the exceptions set forth in this Section 7.3, Receiving Party will bear the burden of proof by clear and convincing evidence that such information is within the claimed exception(s). We recognize that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.

6. Representations, Warranties and Remedies.

6.1. General Representations and Warranties. Each Party represents and warrants the following: (i) it is validly existing and in good standing under the laws of the jurisdiction of its establishment or incorporation;

(ii) it has full corporate power and authority to execute, deliver and perform its obligations under these Terms; (iii) the person signing the Purchase Order incorporating these Terms on Customer’s behalf has been duly authorized and empowered to enter into contracts on behalf of the Customer, including authority to enter into these Terms; (iv) these Terms are valid, binding and enforceable against it in accordance with these terms; (v) it shall deliver (as to DS2) and operate (as to Customer) the Solutions in material conformity with the Documentation and the terms herein; and (v) it will perform its obligations under these Terms in accordance with applicable federal or state laws or regulations.

6.2. Conformity with Documentation. We warrant that at any point in time during Your Subscription Term, the most recent release of the Solutions (“Current Release”) will substantially conform in all material respects with the Documentation. DS2’s sole obligation for material non‐conformity with this warranty shall be, in DS2’s sole discretion, to use commercially reasonable efforts (i) to provide You with an error‐ correction or workaround which corrects the reported non‐conformity; (ii) to replace the nonconforming portions of the Solutions with conforming items; or (iii) if DS2 reasonably determines such remedies to be impracticable within a reasonable period of time, DS2 can suspend the provisions of the Solutions until DS2 can reasonably ensure the quality of the Solutions and its conformity with the Documentation. The above warranty will not apply: (a) if the Solutions are not used in compliance with the Documentation; (b) if any unauthorized modifications are made to the Solutions by You or any third party; (c) to use of early releases of the Solutions which are not the Current Release or the Solutions release immediately preceding the Current Release; (d) to defects due to accident, abuse or improper use by You; or (e) to Evaluation or Early Adoption use of the Solutions.

6.3. Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET

FORTH IN THIS SECTION 8, EACH PARTY DISCLAIMS ANY AND ALL REPRESENTATIONS OR

WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS

AND THE DS2 SOLUTIONS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW,

STATUTE, CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE,

INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY

PARTICULAR PURPOSE (WHETHER OR NOT SUCH PARTY KNOWS, HAS REASON TO KNOW,

HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), ACCURACY,

NON‐INFRINGEMENT, CONDITION OF TITLE. THIS DISCLAIMER AND EXCLUSION WILL

APPLY EVEN IF ANY EXPRESS WARRANTY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

7. Indemnification Obligations.

7.1. Infringement Indemnity. DS2 will indemnify You and Your directors, officers, employees, contractors, agents or other authorized representatives (“Customer Indemnitees”) from and against any and all third party claims, suits, actions or proceedings alleging that Your use of the Solutions infringes or misappropriates such third party’s valid Intellectual Property Right (each a “Claim”). DS2 will defend at its expense any such Claim by reason of Your use of the Solutions as permitted hereunder, subject to the requirements of 28 U.S.C. §516, and will pay damages, payments, deficiencies, fines, judgments, For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) finally awarded by a court of competent jurisdiction or included in a settlement approved by DS2. In the event of a Claim pursuant to this Section 9.1, DS2 may at its option and expense: (i) obtain for Customer the right to continue to exercise the license granted to Customer under these Terms; (ii) substitute the allegedly infringing component for an equivalent non‐infringing component;

or (iii) modify the Solutions to make them non‐infringing. If (i), (ii), or (iii) is not obtainable on commercially reasonable terms, DS2 may terminate these Terms after providing Customer a reasonable time (no less than 30 days) to transition to an alternative solution, unless DS2 determines in its reasonable discretion that such use of the Solutions will likely result in infringement and in such case may terminate these Terms effective immediately with concurrent written notice to Customer. In the event of a termination of these Terms pursuant to this Section 9.1, all rights and licenses with respect to the Solutions will immediately cease. DS2’s indemnification obligations do not extend to Claims arising from or relating to:

(a) any negligent or willful misconduct of any Customer Indemnitees; (b) any combination of the Solutions (or any portion thereof) by any Customer Indemnitees or any third party with any equipment, software, data or any other materials where the infringement would not have occurred but for such combination, unless such combination is the customary, ordinary, and intended use of the Solutions; (c) any modification to the Solutions by any Customer Indemnitees or any third party where the infringement would not have occurred but for such modification; (d) the use of the Solutions by any Customer Indemnitees or any third party in a manner contrary to the terms of these Terms where the infringement would not have occurred but for such use; or (e) the continued use of the Solutions after DS2 has provided a substantially equivalent non‐ infringing software or service.

7.2. Procedures. DS2’s indemnification obligations under Section 9.1 are conditioned upon Customer: (i) giving prompt written notice of the Claim to DS2 as soon as Customer becomes aware of the Claim (provided that failure to provide prompt written notice to DS2 will not alleviate DS2’s obligations under Section 9.1 to the extent any associated delay does not materially prejudice or impair the defense of the related Claims); (ii) granting DS2 the option to take control of the defense (including granting DS2 the right to select and use counsel of its own choosing) and settlement of the Claim (except that Customer’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of Customer); and (iii) providing reasonable cooperation to DS2 and, at DS2’s request and expense, assistance in the defense or settlement of the Claim. The foregoing is subject to the requirements of 28 U.S.C. §516.

8. Limitation of Liability.

8.1. SUBJECT TO ANY SPECIFIC LIMITATIONS ON LIABILITY STATED IN THIS SECTION, IN

NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO

THESE TERMS EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DS2 (OR PARTNER)

UNDER THE APPLICABLE ORDER.

8.2. IN THE EVENT OF A BREACH BY DS2 OF SECTION 6 (PRIVACY AND SECURITY), DS2’S

TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DS2

(OR PARTNER) UNDER THE APPLICABLE ORDER.

8.3. THE LIMITATIONS ON LIABILITY IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO

BREACHES OF SECTION 3 (RESTRICTIONS), SECTION 7 (CONFIDENTIALITY) OR TO DS2’S

INDEMNIFICATION OBLIGATIONS (SECTION 9), EXCEPT THAT IF YOUR LIABILITY IS

LIMITED BY APPLICABLE LAW OR FOR ANY OTHER REASON, OUR LIABILITY WILL BE

LIMITED TO THE SAME EXTENT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS

SECTION SHALL BE DEEMED TO IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER

FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY

FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31. U.S.C. §§ 3729‐3733.

8.4. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD

PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL,

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,

EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR

IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY

OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF

THE POSSIBILITY OF SUCH DAMAGES. MULTIPLE CLAIMS WILL NOT EXPAND THIS

LIMITATION. THIS SECTION 10 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY

SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9. Term, Termination and Effect of Termination.

9.1. Term. Unless otherwise agreed to in writing among Parties or in a valid Purchase Order among You and DS2 or a Partner, the term of these Terms will begin on the Effective Date (as defined below) and continue for twelve (12) months (the “Initial Subscription Term”), and thereafter these Terms and the underlying Solutions subscription will renew for additional successive periods if and to the extent a Solutions subscription is purchased through a new or modified Purchase Order (“Renewal Subscription Term” and collectively, “Subscription Term”). Any Subscription Term also may (i) be terminated in accordance with Section 11.2 below; or (ii) be terminated by Us in accordance with Section 9.1.

9.2. Termination. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, We shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer. We also may temporarily suspend these Terms by providing concurrent notice to You if We believe that You are using the Solutions in any unauthorized manner likely to cause harm to DS2, the Solutions or a third party, and such harm can only be minimized by suspending the use of the Solutions while a resolution is reached or a dispute resolving such harm is resolved.

9.3. Effect of Termination. Upon any termination of these Terms: (i) all rights and licenses granted to Customer under these Terms will immediately terminate; (ii) all of Our obligations under these Terms (including, Our performance of the DS2 Support) will immediately cease; (iii) there will be no refund for any pre‐paid and unused Fees as of the termination date (except where You terminate these Terms due to DS2’s material breach or where DS2 terminates these Terms under Section 9.1 herein); and (iv) upon receiving a written request from the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all Confidential Information of the Disclosing Party then in its possession or destroy all copies of such Confidential Information, at the Disclosing Party’s sole discretion and direction. Customer will immediately confirm in writing that it has complied with this Section 11.3(iv) at Our request.

Notwithstanding anything to the contrary in these Terms, Sections 3 (Restrictions), 4 (Ownership and Reservation of Rights), 7 (Confidentiality), 8.3 (Disclaimer) 9 (Indemnification Obligations), 10 (Limitation of Liability), 11.3 (Effect of Termination) and 12 (General Provisions) will survive any termination of these Terms.

10. General Provisions.

10.1. Entire Agreement. These Terms, together with all exhibits attached thereto (all of which are incorporated herein by reference), set forth the entire agreement and understanding between DS2 and You relating to Your subscription to the Solutions, and the Parties herein expressly agree that as between DS2 and You, these Terms supersede all prior or contemporaneous potentially or actually conflicting terms in boilerplates, purchase orders, agreements, proposals, negotiations, conversations, discussions and/or understandings, whether written or oral, with respect to its subject matter. The Parties agree that any term or condition stated in a Purchase Order or any other similar order documentation with a Partner is between You and the Partner and nothing in such terms with the Partner shall serve to modify these Terms.

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

10.2. Independent Contractors. Neither Party will for any purpose be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other Party, and the relationship between the Parties will only be that of independent contractors. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

10.3. Governing Law and Venue. These Terms will be governed by and construed in accordance with the applicable Federal laws of the USA.

10.4. Publicity. You agree that We may reference and use Your name and trademarks in DS2 marketing and promotional materials, including the Site, solely for purposes of identifying You as Our customer.

Otherwise, neither Party may use the trade names, trademarks, service marks or logos of the other Party without the express written consent of the other Party. The foregoing is subject to the limitation of GSAR 552.203‐71.

10.5. Assignment. Neither these Terms nor any right or duty under these Terms may be transferred, assigned or delegated by a Party by operation of law or otherwise without the prior written consent of the other Party and such consent shall not be unreasonably delayed or withheld. Any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the foregoing, each Party may assign these Terms to a successor of substantially all of its business or assets, whether by merger, sale of assets, sale of stock, sale of control, reorganization or otherwise, with written notice to the other Party and provided that such successor in interest agrees in writing to assume all of the assigning Party’s obligations under these Terms. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the Parties and their respective representatives, heirs, administrators, successors and permitted assigns. Transfer by DS2 is subject to the requirements of GSAR 552.212‐4(w)(xi).

10.6. Export Compliance. The Solutions, and DS2 Software or other components of the Solutions which We may provide or make available to You for use by Your users are subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to Your access to and use of the Solutions. You shall not access or use the Solutions if You are located in any jurisdiction in which the provision of the Solutions is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and You agree not to grant access to the Solutions to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (i) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S.

exports or transacting with any U.S. person; (ii) You are not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) You shall not permit users to access or use the Solutions in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (iv) You shall comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which You and users are located. You represent that neither You nor any of Your subsidiaries is an entity that (a) is directly or indirectly owned or controlled by any person or entity currently included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by the Office of Foreign Assets Control, US Department of the Treasury ("OFAC") or other similar list maintained by any governmental entity, or (b) is directly or indirectly owned or controlled by any person or entity that is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other governmental entity.

10.7. Amendments and Waivers. No modification, addition or deletion, or waiver of any rights under these Terms will be binding on a Party unless made in a written agreement executed by a duly authorized representative of each Party; provided that the foregoing shall not preclude the binding effect of any non-material modifications, updates or changes to the Terms by DS2 which reflect newly added Other DS2 Products and Services, or which reflect new commercial terms offered by DS2. Your continued use of the Solutions after the effective date of updated or modified Terms constitutes consent thereto and such updated or modified Terms shall be binding. No failure or delay (in whole or in part) on the part of a Party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy, and no waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov subsequent breach or default. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law.

10.8. Notices. Any legal notice (whether these Terms expressly state “written notice” or “notice”) or communication required or permitted to be given hereunder must be in writing, signed or authorized by the Party giving notice, and may be delivered by hand, deposited with an overnight courier, sent by confirmed email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving Party as identified in a valid Purchase Order, with a copy to DS2 to legal.notices@DS2.com, or at such other address as may hereafter be furnished in writing by either Party to the other Party. Such notice will be deemed to have been given as of the date it is delivered.

Notice is effective on the earlier of 5 days from being deposited for delivery or the date on the confirmed facsimile, confirmed email or courier receipt.

10.9. Severability. If any provision of these Terms is deemed invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify these Terms so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

10.10. Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f) (a “Force Majeure Event”).

http://www.gsa.gov/ mailto:legal.notices@KBR.com