MAS - Hottinger Bruel & Kjaer Inc. - 47QSMS24D009Y

General Services Administration Federal Supply Service Authorized Federal Supply Schedule Price List Online access to contract ordering information, terms and conditions, up to date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu driven database system. The INTERNET address GSA Advantage!® is: GSAAdvantage.gov.

Company Name: Hottinger Bruel & Kjaer Inc.

Schedule Title: Multiple Award Schedule (MAS)

FSC Group: Category: Scientific Management and Solutions Subcategory: Laboratory Equipment

SIN: 334519ENV

Category: Scientific Management and Solutions Subcategory: Laboratory Equipment

SIN: 334515

Category: Scientific Management and Solutions Subcategory: Laboratory Equipment

SIN: 334516

Category: Information Technology Subcategory: IT Software

SIN: 511210

FSC Class(es)/ Product Code(s): Not Applicable Contract Number: 47QSMD20R0001

For more information on ordering from Federal Supply Schedules click on FSS Schedules at GSA.gov.

Contract Period: July 24, 2024 to July 23, 2029

Company: Hottinger Bruel & Kjaer Inc.

Business Size: Other than Small Business

CUSTOMER INFORMATION

1a Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded price(s). Example below.

334519ENV

Environmental Measuring Instruments 1.b Lowest Priced Item: DZ-9566--$7.67 Page 7

511210

Software Licenses 1.b Lowest Priced Item: BZ-7231 – $171.43 Page 7

334515

Diagnostic, Measuring and Testing Equipment 1.b Lowest Priced Item: WA-1705---$45.34 Page 8

334516

Analytical Instruments 1.b Lowest Priced Item: WS-3410---$10.48 Page 8

1c. Hourly Rates are Not Applicable

2. Maximum order: Identify the maximum order amount for each SIN awarded

3. Minimum order: $100.00

4. Geographic coverage (delivery area):

5. Point(s) of production:

DK – Denmark DE – Germany FI – Finland GB – United Kingdom IT – Italy LI - Lithuania NL – Netherlands SI – Slovenia TW – Taiwan US – United States of America

6. Discount from list prices or statement of net price:

· Prices listed are net, discounts have been deducted and the industrial funding fee has been added

7. Quantity discounts:

· Additional 10% on 11-25 units

· Increases to 15% on 26 + units

8. Prompt payment terms:

· Not applicable Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign items:

· See catalog on GSA Advantage (https://www.gsaadvantage.gov/)

10a. Time of delivery: Time of Delivery is identified in GSA Advantage for each product, 10b. Expedited delivery: Not Available 10c. Overnight and 2-day delivery: Not Applicable”.

10d. Urgent Requirements: Contact Sales Representative to effect a faster delivery.

11. F.O.B point(s): Destination

12b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. Warranty provision: Warranty: 2 years (see HBK Standard Hardware Manufacturing Warranty)

15. Export packing charges: Not Applicable

16. Terms and conditions of rental, maintenance, and repair: Not Applicable

17. Terms and conditions of installation: Not Applicable

18a. Terms and conditions of repair parts: Not Applicable

18b. Terms and conditions for any other services: Not Applicable

19. List of service and distribution points: Not Applicable

20. List of participating dealers: Not Applicable

21. Preventive maintenance: Not Applicable

22a. Special attributes: Not Applicable

22b. Section 508 compliance: Section 508 compliance information is available upon request to the contract administrator.

23. Unique Entity Identifier (UEI) number: RHLAM7GSJGJ4

24. Notification regarding registration in System for Award Management (SAM) database: Registered, and Registration valid to April 22, 2025.

These Terms and Conditions of Sale and Supply (“Terms and Conditions”) shall apply to the Contract between Supplier and Buyer which shall be deemed to incorporate and be governed by these Terms and Conditions. Supplier’s acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the Terms and Conditions set forth herein. No term or condition of Buyer's order additional to or different from these Terms and Conditions shall become part of the Contract unless explicitly accepted by Supplier. Retention by Buyer of any Products delivered by Supplier, or payment by Buyer of any invoice rendered hereunder, shall be conclusively deemed acceptance of these Terms and Conditions. Supplier's failure to object to any provision contained in any communication from Buyer shall not be construed as a waiver of these Terms and Conditions nor as an acceptance of any such provision.

1. Interpretation; For the purposes of these Terms and Conditions of Sale and Supply (“Terms and Conditions”):

“Buyer” means an Ordering Activity (an entity entitled to order under GSA Schedule contracts as defined in GSA Order OGP 4800.2I, as may be revised from time to time) “Contract” means the agreement between the Supplier and the Buyer arising as a result of the Buyer’s submission of an order for the Supplier's Products and/or Services and Supplier’s acceptance. Such Contract shall be deemed to incorporate and be governed by these Conditions.

“Products” means goods supplied as agreed to be supplied by the Supplier to the Buyer under any Contract including, where applicable, any software, with the exception of Prenscia Software and related services.

“Prenscia Software” means software from the Supplier's product portfolio which is marketed under the brand names “Prenscia”, “ReliaSoft” or “nCode”.

“Services” means any services which the Supplier has agreed to provide to the Buyer under any Contract.

“Supplier” means Hottinger Bruel & Kjaer Inc.

Such contract shall be deemed to incorporate and be governed by these Terms and Conditions. Supplier’s acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the terms and conditions set forth herein. No term or condition of Buyer's order additional to or different from these Terms and Conditions shall become part of the contract unless explicitly accepted by Supplier. Retention by Buyer of any Products delivered by Supplier, or payment by Buyer of any invoice rendered hereunder, shall be conclusively deemed acceptance of these Terms and Conditions. Supplier's failure to object to any provision contained in any communication from Buyer shall not be construed as a waiver of these Terms and Conditions nor as an acceptance of any such provision.

2. Quotations: Prices, specifications and dates for delivery referenced in Supplier's quotations are for information purposes only and shall not be binding on Supplier until all technical requirements have been agreed and Supplier has accepted Buyer's order. Quotations terminate if not accepted by Buyer within 30 days.

3. Orders: By submitting an order to Supplier, Buyer agrees to be subject to these Terms and Conditions of Sale in their entirety. All orders must be bona fide commitments showing definite prices and quantities and mutually agreed shipping dates.

4. Intentionally blank.

5. Shipment and Delivery: Products may be so shipped in several lots.

6. Passing of Risk and Title: Subject to Section 8, title to the Products shall pass to the Buyer upon receipt of final payment.

7. Intentionally blank.

8. Intentionally blank.

9. Force Majeure: Notwithstanding anything to the contrary in these Terms and Conditions, Supplier shall not be liable to Buyer for any loss or damage which may be suffered by Buyer as a direct or indirect result of the supply of Products or Services being prevented, delayed or rendered uneconomic by reason of circumstances or events beyond the Supplier's reasonable control, including, by way of illustration but not limitation, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, floods, storm, pandemic or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where Supplier has exercised ordinary care in the prevention thereof. If any such event occurs, Supplier may allocate production and deliveries among Supplier's customers.

10. Modification of Specifications: Supplier may modify specifications of Products provided the modifications do not adversely affect the performance of Products to be supplied under the Contract. In addition, Supplier may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by government authority, or nonavailability of materials from suppliers. To the extent an order consists of third party equipment not sold directly by Supplier (as opposed to Supplier’s and its affiliates’ Products that are listed on Supplier’s product lists) (“Third Party Equipment”), then Supplier shall purchase such Third Party Equipment on Buyer’s behalf, passing title and any warranties and any other rights to such Third Party Equipment received by Supplier to Buyer, and Buyer shall pay Supplier the amount specified in the applicable order for such Third Party Equipment. Buyer’s sole rights and remedies with respect to Third Party Equipment shall be governed by the applicable manufacturer’s terms and conditions and Buyer shall have no liability under this or any agreement with respect to such Third Party Equipment (other than to deliver the Third Party Equipment identified in the applicable order). For purposes of clarity, such Third Party Equipment shall not be deemed “Product” hereunder.

11. Software: Supplier and its licensors and suppliers shall at all times have and retain title and full ownership of all software, firmware programming routines, and documentation thereof supplied by Supplier for use with Products, and of all copies thereof made by Buyer (collectively "software"). If software is owned by a third party and a license from such third party is being provided to Buyer, then (i) the scope of the rights and entitlements granted to the Buyer shall be determined in accordance with the third party’s license terms, which Supplier will include in the delivery and which Supplier will send in advance upon request by Buyer and (ii) Supplier will provide suitable advance notice to the Buyer in the event that software from third parties will be included in the delivery (e.g., by naming the third party manufacturer in the order documentation). The foregoing applies specifically to software such as operating systems and comparable components of the delivered Products. For all other software delivered to Buyer by Supplier for installation and use by Buyer on computers (i.e., software not embedded in Products), Supplier grants Buyer a non-exclusive and non- transferable license to use such software solely for use in conjunction with the Products and solely on a single computer system for each copy (other than update or replacement copies) delivered to Buyer. Buyer shall not transfer or otherwise provide such software to any third party except to transfer such software with the applicable Product to a third party, in which case the software must be completely deleted from the Buyer's system and the media on which it was delivered, including all documentation related thereto, must be

Hottinger Bruel & Kjaer Inc.

Standard Terms and Conditions of Sale of and Supply January 2021

Hottinger Bruel & Kjaer Inc., 19 Bartlett Street · Marlborough, MA 01752 · USA Tel +1 800 578 4260, +1 508 624 4500 · Fax +1 508 485 7907 · E-mail: info.americas@hbkworld.com https://hbkworld.com/ · http://www.hbm.com · http://www.bksv.com 1/6

Tel +1 800 578 4260, +1 508 624 4500 · Fax +1 508 485 7907 · E-mail: info.americas@hbkworld.com https://hbkworld.com/ · http://www.hbm.com · http://www.bksv.com 1/6

Tel +1 800 578 4260, +1 508 624 4500 · Fax +1 508 485 7907 · E-mail: info.americas@hbkworld.com https://hbkworld.com/ · http://www.hbm.com · http://www.bksv.com 1/6

CONFIDENTIAL UNRESTRICTED- EXTERNAL

transferred to the purchaser of the Product, such that the Buyer does not keep a copy of the software and that the Buyer no longer uses the software. Buyer shall not, and shall not permit any third party, to: (a) modify or create any derivative work of any part of the software; (b) rent, lease, or loan the software; (c) permit any third parties to use the software; (d) dissemble, decompile or reverse engineer the software or otherwise attempt to gain access to the source code of the software; (e) sell, license, sublicense, publish, display, distribute, assign or otherwise transfer to a third party the software, any copy thereof, or any rights thereto, in whole or in part, except to the extent expressly permitted herein; (f) copy the software except for installing and loading the software into computer memory for the purpose of executing the program and except to make a reasonable number of copies solely for back-up and testing purposes; and/or (g) use the software in a service bureau or software as a service capacity.

12. Warranties:

(a) Supplier warrants that all Products shall be free from defects in material and workmanship under normal use for a period of one year from delivery to the Buyer, provided, however, that Supplier makes no warranty regarding software, all software is delivered “as is”, and Supplier disclaims any warranty that the operation of the software will be uninterrupted or error free or that all program errors will be corrected. The Buyer shall be responsible for determining that the Product is suitable for the Buyer's use and that such use complies with applicable laws.

Buyer’s sole remedy for a breach of the limited warranty contained in this Section 12(a) shall be for Supplier to either, in Supplier’s discretion, (i) repair or replace the defective Products or media, shipment to Buyer prepaid, or (ii) refund Buyer the purchase price paid by Buyer to Supplier for the defective Product with Buyer with title to and possession of the defective Product reverting to Buyer. Notwithstanding the foregoing, Supplier shall only have an obligation or liability under this limited warranty if (1) Buyer notifies Supplier in writing of any claimed defect in the product immediately upon discovery, (2) such Product is returned to the original shipping point, transportation charges prepaid, within one year from date of shipment to Buyer, (3) the Product was not modified, altered or repaired by a party other than Supplier after delivery to Buyer, and (4) upon examination Supplier determines to its satisfaction that such Product is defective in material or workmanship, i.e. contains a defect arising out of the manufacture of the Product and not a defect caused by other circumstances, including, but not limited to, accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair, or improper testing, any drawing, design or specification supplied by the Buyer or from other materials or other property supplied by the Buyer or from any parts or items that have not been completely manufactured by the Supplier. Supplier shall have reasonable time to make such repairs or to replace such Product. Any repair or replacement of a Product shall not extend the period of warranty.

This warranty is limited to a period of one year, without regard to whether any claimed defects were discoverable or latent on the date of shipment. If Buyer shall fail to pay when due any portion of the purchase price or any other payment required from Buyer to Supplier under this contract or otherwise, all warranties and remedies granted under this Section 12 may, at Supplier's option, be terminated. Except for the express warranty in this Section 12(a), which is in lieu of all other warranties, Supplier disclaims all other representations or warranties, express or implied, with respect to the Products, any defects therein, or the delivery thereof of any nature whatever, including without limitation warranties of merchantability or fitness for a particular purpose.

(b) Supplier warrants that it shall perform the Services substantially in accordance with the Proposal and with reasonable skill and care.

Services which do not conform with the warranty under Section 12(b) and which are notified to the Supplier within ten (10) days of the Buyer becoming aware of the same, and in any event no later than two (2) months after the date on which the Services were performed, shall, if the Supplier agrees they were non-conforming, be re-performed as soon as reasonably practicable after the Supplier’s receipt of notice of the non-conforming Services. If the Supplier fails to rectify any deficient performance of the Services, the Buyer’s sole remedy shall be reimbursement of that portion of the fees attributable to the Services concerned. This warranty for Services is in lieu of all other warranties, and Supplier disclaims all other representations or warranties, express or implied, with respect to the Services.

(c) This agreement does not limit or disclaim any of the warranties specified in the GSA Schedule contract under FAR 52.212-4(o). In the event of a breach of warranty, the U.S. Government reserves all rights and remedies under the contract, the Federal Acquisition Regulations, and the Contract Disputes Act, 41 U.S.C. 7101-7109.

13. Intellectual Property Indemnification: Supplier shall defend any suit or proceeding brought against Buyer to the extent that it is based on a claim that the manufacture or delivery of any Product by Supplier infringes a copyright or a United States patent of a third party, and shall indemnify Buyer against all costs, damages and expenses finally awarded against Buyer provided that Buyer notifies Supplier promptly in writing of any such claim and gives Supplier full and complete authority, information and assistance for the defense of such claim and provided further that Supplier shall have sole control of the defense and of the negotiations for settlement, if any, of such claim. If the manufacture or delivery of any product by Supplier is held directly to infringe any United States patent and the use of such product is enjoined, or in case any product may, in the opinion of Supplier, be held to infringe, Supplier may, at its expense and option, either

(a) procure for Buyer the right to continue using such product, (b) replace such product with a suitable non- infringing product, (c) suitably modify such product so that it is not infringing, or (d) refund the purchase price of such product, less depreciation at twenty percent (20%) per year, and accept its return. Supplier shall not be liable for any cost or expense incurred without Supplier's written authorization. Supplier shall not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with Buyer's specification or from a combination with or an addition to the product not manufactured or developed by Supplier or a modification of the product after delivery or the use of product beyond that established by Supplier or approved in writing by Supplier. The foregoing states the entire liability of Supplier, and the exclusive remedy of Buyer, with respect to any alleged intellectual property infringement with respect to Products.

Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516.

14. Limitation of Liability: In no event, regardless of the form of action, shall Supplier be liable for any special, indirect, incidental, punitive, or consequential losses or damages arising out of the sale of its Products or Services to Buyer or arising out of anything done in connection with the Contract, including, but not limited to, losses or damages arising out of claims for loss of use, business, goodwill, or profits, and claims arising out of third party actions, regardless of whether such third party actions, or any other claims, losses, or damages, were reasonably foreseeable to Buyer or Supplier. The parties agree that, with respect to all claims and damages arising under the Contract or otherwise involving the Products and/or Services or Buyer’s obligations under the Contract, whether based upon Contract, warranty, tort (including, but not limited to, negligence, warranty and strict liability), the aggregate liability of Supplier shall not exceed the aggregate purchase price paid to Supplier by Buyer of the Products and/or Services in respect to which damages are claimed. This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S. Government’s right to express remedies provided in the GSA Schedule contract (e.g., clause 552.238-81 – Price Reductions, clause 52.212-4(h) – Patent Indemnification, and GSAR 552.215-72 – Price Adjustment – Failure to Provide Accurate Information).

15. Intellectual Property: As between Supplier and Buyer, Supplier and its licensors and suppliers own and shall retain all proprietary rights, including any and all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the Products delivered to Buyer. Buyer shall not reverse engineer any Product. Buyer shall not remove, erase, or modify any copyright, trademark, patent, confidentiality, and/or other notices, marks or legends affixed by Supplier or its suppliers to the Products.

16. Confidential Information: Each party undertakes to keep confidential, not use for its own purposes and not without the prior written consent of the other party disclose to any third party, any information of a confidential nature belonging or relating to the other party or any of its affiliated companies which may become known to it unless such information is or becomes public knowledge (other than by breach of this Section) or is required to be disclosed by order of a competent authority.

17. Rescheduling and Cancellation: Orders accepted by Supplier may be cancelled or rescheduled by Buyer only with the written consent of Supplier (which consent Supplier may withhold for any reason) and upon payment of Supplier's cancellation or rescheduling charges. Buyer must request rescheduling at least 30 days prior to the initial mutually agreed shipping date and the rescheduled delivery date must be less than 30 days from the initial mutually agreed shipping date, otherwise rescheduling may at Supplier’s option be considered a cancellation by Buyer. If Buyer cancels order 30 days or fewer from date of acceptance of the order by Supplier, Supplier may recover from Buyer a cancellation charge of 20% of cancelled order purchase price. If Buyer cancels order greater than 30 days from date of acceptance of the order by Supplier, Supplier may recover from Buyer a cancellation charge of 50% of cancelled order purchase price. Supplier shall have the right without penalty or payment to cancel any order accepted (i) if Buyer fails to make any payment when due to Supplier under the Contract or any other contract (ii) if any act or omission of Buyer delays Supplier's performance, (iii) if Buyer violates any of these Terms and Conditions, or (iv) if Buyer's credit becomes impaired; and in the event of such cancellation Supplier shall be entitled to receive reimbursement for its reasonable and proper cancellation charges.

Notwithstanding the foregoing, orders for Products with a Product number beginning with the letter “K” are custom built or configured Products (“K Products”) which may not be cancelled without Supplier’s written consent. Supplier may, in its sole discretion, withhold consent for cancellation of an order for K Products. or may require payment of cancellation charges in excess of its standard cancellation charges set forth above for non-K Products. Such additional charges will be stated within the quotation for non-K Products.

18. Returns: Restocking and Repair Charges: Products accepted by Buyer may only be returned to Supplier (i) as expressly permitted under Sections 12(a) and 13 or (ii) with the written consent of Supplier (which consent Supplier may withhold for any reason), and in each case any Products returned must include in the shipping bill the return to manufacture authorization code (RMA Code) provided by Supplier to Buyer for such purpose (and which Supplier shall not unreasonably withhold). If Buyer requests to return Products that are not in breach of Supplier’s warranty for credit and if Supplier, in its sole discretion, agrees to allow such a return (which consent Supplier may withhold for any or no reason), then the credit amount will be the original purchase price minus a restocking charge of 20% of original purchase price. In addition to the restocking charge, the credit amount will be further reduced by the replacement cost of any missing components and the cost of recalibration and any repair. A fee of $250 will be charged for the evaluation of non-warranty Products returned for repair in addition to payment of Supplier’s time to repair such Products (at its then current rates) and the cost of any materials, parts or components consumed or incorporated as part of such repair. All return of Products shall be shipped by Buyer at Buyer’s expense with risk of loss shifting to Supplier upon delivery at Supplier’s facility. Costs for the removal of Products returned to Supplier by Buyer and for their re- installation upon return to Buyer after their repair or replacement shall be Buyer’s responsibility (regardless why returned).

19. Non-Waiver, Remedies: No waiver of any breach of these Terms and Conditions shall constitute a waiver of any prior or subsequent breach of any similar or dissimilar provision or a modification of the Contract. All Supplier rights and remedies, whether evidenced hereby or by any other contract or document, shall be cumulative and nonexclusive and may be exercised singularly or concurrently.

20. Governing Law and Venue, Severability, Interpretation: This Agreement is subject to and governed by the Contracts Disputes Act of 1978, 41 U.S.C §§ 7101-7109, Federal Tort Claims Act, 28 U.S.C. §1346(b)), and GSAR 552.212-4 Contract Terms and Conditions – Commercial Items (Jan 2017) (Deviation – Feb 2007) (Deviation – Feb 2018). The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the federal laws of the United States. If any provision of these Terms and Conditions is held to be unenforceable, such holding shall not affect the enforceability of any other provision- Any legal presumption that terms in this Contract shall be strictly construed against the party who drafted such terms or who benefits from such terms shall not be employed in construing and interpreting this Contract.

21. Intentionally blank.

22. Government Contracts: If the Products to be furnished under the Contract are to be used in the performance of a U.S. Government contract or subcontract, the Government contract number and a statement to that effect shall appear on Buyer's purchase order. If Buyer's purchase order includes all of said information and if said order is accepted by Supplier, then those clauses of the applicable Government procurement regulations which are mandatorily required by Federal statute or regulation to be included in this Contract shall be incorporated herein by reference. In all other events, said clauses shall not be incorporated herein by reference. If any software delivered as a product or component of a product is licensed to the U.S. government or for use in the performance of a U.S. government prime contract or subcontract, Buyer agrees that the software is delivered as “Commercial computer software” as defined in DFARS 252.227-7014 (Feb 2014), or as a “commercial item” as defined in FAR 2.101(a), or as “Restricted computer software” as defined in FAR 52.227-14 (May 2014) (or any equivalent agency regulation or contract clause), whichever is applicable. Buyer further agrees and acknowledges that such software has been developed entirely at private expense by Supplier and or its licensees and suppliers.

23. Export: Regardless of any disclosure made by Buyer to Supplier of the ultimate destination of Products, Buyer shall not export either directly or indirectly any Product, or any system incorporating said Product either in contravention of statute or regulation or without first obtaining all required licenses and permits from the United States Department of Commerce and any other relevant agencies or departments of the United States government or, if being exported from a country other than the United States, in compliance with the applicable laws of such country.

24. Assignment: The Contract shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns. The Contract is personal to Buyer, and Buyer may not assign any of its rights or delegate any of its obligations thereunder, in whole or in part, without the prior written consent of Supplier which may be withheld for any reason.

25. Complete Agreement, Modifications: This Contract constitutes the entire agreement between the parties relating to the sale of Products and/or Services. It supersedes all prior written or oral agreements between Buyer and Supplier with respect to the matters addressed herein, and no addition to or modification of any provision of the Contract shall be binding upon Supplier unless agreed in writing by Supplier.

26. Notices: Any notice or demand required or permitted to be given by a party under the Contract shall be in writing and shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier, or (c) on the third business day after deposit in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), in each case if addressed to the address of the other party set forth in the quotation or to such other address as such party may designate from time to time by such notice.

END USER LICENSE AGREEMENT FOR BRÜEL & KJÆR SOFTWARE

IMPORTANT – READ CAREFULLY This End User License Agreement (“the Agreement”) is a legally binding agreement between you, an Ordering Activity (an entity entitled to order under GSA Schedule contracts as defined in GSA Order OGP 4800.2I, as may be revised from time to time) (“the Licensee”) and Hottinger Brüel & Kjær A/S (“HBK”) for the Brüel & Kjær software, which includes software components and tools, and written documentation (“Software”) that accompanies this Agreement. This Agreement contains WARRANTY AND LIABILITY DISCLAIMERS.

1. SCOPE OF THE LICENSE RIGHT

1.1 RESERVED..

1.2 HBK hereby grants the Licensee a non-exclusive license to use the Software solely in the manner and for the purposes described in the product documentation for the Software, for the permitted number of users and/or instruments, and in accordance with the terms set forth in this Agreement.

1.3. The license shall take one of the following forms, and shall be set out in the Quotation:

A: Time-limited License

a) Duration – This license shall continue for a period stated in the Quotation (“Initial Period”) from the date of delivery of the Software (“the Delivery Date”).

B: Perpetual License

a) Duration – This license shall continue for an unlimited period from the Delivery Date unless terminated for good cause.1.4 The Licensee may, subject to the following conditions and any conditions specified in the Quotation a) use and copy the Software only for use on any computer system that is detailed in the release notes of the respective Software and which is licensed, leased and/or controlled by the Licensee (the corporate Licensee) or any member of the Licensee’s corporate group, which expression includes the corporate Licensee's majority- owned subsidiaries, any parent company having a majority-owned interest in the corporate Licensee, and such parent's majority-owned subsidiaries; and b) load the Software into and use it only on computers at the locations specified in the Quotation and which are under the Licensee’s control.

1.5 The Licensee shall not be entitled to copy, distribute or make available to a third party, the Software or parts thereof; including hereunder to publish the Software for others to copy; sell, rent, lease, or lend the Software; or transfer or assign the Software or the license rights to the Software to a third party in any other way whatsoever.

1.6 The Licensee shall, however, be entitled to make back-up copies of the Software to the extent that applicable law expressly permits this. The use of the back-up copy shall be subject to the terms of this Agreement.

1.7 The Licensee shall ensure that the Software is stored in such a manner that third parties do not have access to it or any part hereof and that a third party does not come into possession of the Software in any other way or can make use of it. The Licensee shall make all employees who have access to the Software fully aware of this obligation.

2. CHANGES TO THE SOFTWARE

2.1 The Licensee shall not be entitled to make any changes to the Software, including reverse engineer, decompile, or disassemble the Software, except and only to the extent that applicable law expressly permits.

2.2 In the event of the Licensee or a third-party interfering with or making any changes to the Software, HBK may terminate the Agreement in accordance with the GSA Schedule contract and applicable law, and HBK hereby disclaims any liability for the consequences of such interference or change.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 The Software is protected by copyright law and other intellectual property laws. HBK or its suppliers own all copyright and any other intellectual property rights in the Software. The Licensee shall respect HBK‘s and its suppliers’ rights and the Licensee shall be fully liable in the event of any violation of these rights, including unauthorised passing on of the Software or any part of it to a third party.

3.2 The Licensee shall not be entitled to break, change or delete any security codes, nor shall the Licensee be entitled to change or remove statements in the Software or on the media on which the Software is delivered regarding copyrights, trademarks, or any other proprietary notices. 3.3 Information and data supplied by HBK with the Software, such as, but not limited to, user manuals and documentation, are proprietary to HBK or its suppliers. Such information is furnished solely to assist the Licensee in the installation, operation and use of the Software and the Licensee agrees not to reproduce or copy such information, except as is reasonably necessary for proper use of the Software.

3.4 HBK reserves the right to embed a software security mechanism within selected Software with the purpose of checking for and performing updates, and to verify compliance with this Agreement. Such a security mechanism does not collect any proprietary information but may store data relating to the usage of the Software, or may communicate with computers controlled by HBK in order to report such collected data. HBK shall not provide any of the information it gathers in connection with this process to any third party, except as may be required by law or legal process, or to enforce compliance with the license in accordance with the terms of this Agreement.

4. TRADEMARKS

4.1 The Licensee acknowledges HBK’s and its suppliers’ sole ownership of any trademarks including service marks, logos and other proprietary marks submitted with the Software, and all associated goodwill. This Agreement does not grant the Licensee any rights to the trademarks of HBK and its suppliers.

4.2 The Licensee represents and warrants not to use the trademarks in any manner that will diminish or otherwise damage HBK‘s or its suppliers’ goodwill in the trademarks. The Licensee agrees not to adopt, use, or register any corporate name, trade name, trademark, domain name, service mark or certification mark, or other designation similar to, or containing in whole or in part, the trademarks of HBK.

5. EXPORT RESTRICTIONS

The Software may be subject to the export control laws and regulations of Denmark, the EU and the United States. The Licensee must comply with all domestic and international export control laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use.

6. THE LICENSEE’S CHOICE OF SOFTWARE

The Software is a standard product, which is delivered by HBK with the functions that are specified in the accompanying documentation. Any assistance provided by HBK in connection with the choice of the Software will be based on the Licensee’s information about the Licensee’s business provided to HBK. The Licensee shall be responsible for both the completeness and the accuracy of such information. HBK shall have no liability as to whether the Software meets a functionality or requirement assumed by the Licensee. Unless stated specifically in an additional agreement between the parties, HBK does not assume any liability for advising the Licensee concerning the Licensee's choice of software.

7. WARRANTIES AND DISCLAIMERS

7.1 The Software shall be licensed “AS IS” and without any other warranties or obligations to take remedial action or obligations in the event of breach other than those stipulated below. Thus, HBK will not provide a warranty to the effect that the operation and running of the Software will be without interruptions, defect-free or error-free or that product defects or errors can or will be remedied or corrected.

7.2 The Licensee shall be under obligation to examine and test the Software immediately after installation of the Software.

7.3 A defect in the Software shall be regarded as material if it has an effect on the functionality of the Software as a whole or if it prevents operation of the Software.

7.4 If the Licensee documents that there is a material defect in the Software, HBK shall, until 12 months after the delivery of the Software, at its discretion, be under an obligation either to deliver a new version of the Software without the material defect or to remedy the defect free of charge or terminate the Agreement and repay the license fee received against the return of all the Licensee's versions and copies of the Software, manuals, accompanying documentation, etc. In such a case, the parties shall not be entitled to bring further claims against each other. The indication of procedures, methods or uses (workarounds) which result in the defect not having a significant effect on the Licensee’s use of the Software shall be equated with remedying defects.

7.5 This clause does not limit or disclaim any of the warranties specified in the GSA Schedule contract under FAR 52.212-4(o). In the event of a breach of warranty, the U.S. Government reserves all rights and remedies under the contract, the Federal Acquisition Regulations, and the Contract Disputes Act, 41 U.S.C. 7101-7109.

8. THIRD PARTY RIGHTS

8.1 HBK shall be liable to the Licensee for any infringement of the intellectual property rights of a third party caused by the Software. If legal action is brought against the Licensee, in which it is claimed that such an infringement has been made, the Licensee shall be under an obligation to notify HBK of this immediately. HBK shall subsequently take over the case and the costs connected with the case, and, for its own account, HBK shall have an irrevocable power of attorney to proceed with the court case or enter into a settlement with the party in question regarding the alleged infringements.

8.2 If a court finds in favour of said third party’s claim in a judgment, HBK shall, at its own discretion, be entitled either to acquire the right for the Licensee to continue using the Software or bring the infringement to an end by changing or replacing the Software with another program which has the same or similar functionality as the Software, or terminate the Agreement with immediate effect against repayment of the license fee paid by the Licensee. In such case the Licensee cannot bring any further claims against HBK.

8.3 Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516.

9. LIABILITY AND LIMITATION OF LIABILITY

9.1 HBK shall not be liable for any loss resulting from indirect damage or consequential damage (or loss of expected profit, loss of data or their recovery, loss of goodwill or any other similar consequential damage) in connection with the use of the Software or loss resulting from lacking functionality in the Software regardless of whether HBK has been informed about the possibility for such a loss and regardless of whether HBK can be blamed for the loss due to negligence or similar behaviour on the part of HBK.

9.2 The amount of HBK’s total and aggregate liability for loss or damage shall be limited to the license fee paid by the Licensee for the software regardless of whether HBK has been informed about the possibility for further loss and regardless of whether HBK can be blamed for the loss due to negligence or similar behaviour on the part of HBK. The Licensee acknowledges and agrees to being better placed to foresee and quantify potential losses than HBK and to insure against such risks.

9.3 HBK shall not be liable for any errors, defects or deficiencies, which are not related to the Software. Nor shall HBK be liable for the integration, compatibility or interaction between the Software and the Licensee’s existing hardware and software. HBK shall not be liable for the effect of any upgrades on existing hardware, software or adjustments for the Software regardless of whether such adjustments were developed by HBK.

9.4 This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S. Government’s right to express remedies provided in the GSA Schedule contract (e.g., clause 552.238-81 – Price Reductions, clause 52.212-4(h) – Patent Indemnification, and GSAR 552.215-72 – Price Adjustment – Failure to Provide Accurate Information).

10. FORCE MAJEURE

Neither party shall be liable to the other party in the event of force majeure that has an effect on the party’s obligations in accordance with the Agreement. Events that will be regarded as force majeure shall include war and mobilization, natural disasters, strikes, lock-outs, fires, non- deliveries, delayed or short deliveries from sub-suppliers, damage to production apparatus, computer virus, import and export controls and other circumstances beyond the reasonable control of the affected party.

11. TERMINATION

Upon termination of the Agreement for any reason, the Licensee is obliged to immediately return or destroy the Software and all copies thereof as directed by HBK and, if requested by HBK, to certify in writing as to the destruction or return of the Software and all copies thereof.

12. If HBK believes the Licensee is in default of the Agreement, HBK shall proceed as required by FAR 52.233-1 to resolve such alleged default. .

13. CHOICE OF LAW AND COURT OF JURISDICTION

13.1 This Agreement is subject to and governed by the Contracts Disputes Act of 1978, 41 U.S.C §§ 7101-7109, Federal Tort Claims Act, 28 U.S.C. §1346(b)), and GSAR 552.212-4 Contract Terms and Conditions – Commercial Items (Jan 2017) (Deviation – Feb 2007) (Deviation – Feb 2018). The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the federal laws of the United States.

13.2 Reserved.

13.3 Failure by HBK to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such rights nor affect the exercise or enforcement thereof at any time or times thereafter.

13.4 If any provision or part of this Agreement is or is held by any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not affect the enforceability of any other provision. Further, such provisions shall be replaced with provisions which reflect the original intent of the parties.

14. OPEN SOURCE

14.1 Notwithstanding the foregoing provisions, the Licensee acknowledges that certain components of the Software may be covered by so-called open source software licenses (“Open Source Components”), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format.

14.2 To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement.

14.3 To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Components, such restrictions will not apply to such Open Source Components.

14.4 To the extent the terms of the licenses applicable to Open Source Components require the licensor to make an offer to provide source code or related information in connection with the Software, such offer is hereby made. Any request for source code or related information should be directed to the licensor.

14.5 The Licensee acknowledges receipt of notices for the Open Source Components for the initial delivery of the Software.

14.6 Any Open Source Component is specified in Annex 1.

ANNEX 1

ANTLR

Copyright © 2012 Terence Parr and Sam Harwell All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

· Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

· Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

· Neither the name of the author nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. This clause does not limit or disclaim any of the warranties specified in the GSA Schedule contract under FAR 52.212-4(o). In the event of a breach of warranty, the U.S. Government reserves all rights and remedies under the contract, the Federal Acquisition Regulations, and the Contract Disputes Act, 41 U.S.C. 7101-7109.

ReactiveX, ElasticSearch®, Elasticsearch.NET, Erlang, Log4Net and Docker Copyright ©.NET Foundation and Contributors All Rights Reserved

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0.

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License. This clause does not limit or disclaim any of the warranties specified in the GSA Schedule contract under FAR 52.212-4(o). In the event of a breach of warranty, the U.S. Government reserves all rights and remedies under the contract, the Federal Acquisition Regulations, and the Contract Disputes Act, 41 U.S.C. 7101-7109.

Newtonsoft.Json Copyright © 2007 James Newton-King

Permission is hereby granted, free of charge, to any person obtaining a copy of this…