MAS - Assetworks USA Inc. - 47QTCA19D00AF

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule 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 are available through GSA Advantage!®, a menu-driven database system. The INTERNET address GSA Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule

FSC Group: Information Technology FSC Class: D399, J070, 7030

Contract number: 47QTCA19D00AF

Contract period: April 22, 2019 – April 21, 2029

AssetWorks USA, Inc. is registered as a Large Business.

For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov.

Prices Shown Herein are Net (discount deducted)

Current through Modification PS-0037, Effective Date: October 21, 2025

AssetWorks USA, Inc.

400 Holiday Dr. Suite 200

Pittsburgh, PA 15220-2787

Phone: (609)-602-4235

Fax: (412) 809-0777 www.assetworks.com

Contract Administrator: John D. Cirrinicione

Email: John.cirrinicione@assetworks.com http://www.assetworks.com/

Customer Information

1a. Table of Awarded Special Item Numbers:

SIN SIN Description

511210 Software Licenses – SUBJECT TO COOPERATIVE PURCHASING

54151 Software Maintenance Services – SUBJECT TO COOPERATIVE PURCHASING

54151S Information Technology Professional Services – SUBJECT TO COOPERATIVE

PURCHASING

OLM Order Level Materials - SUBJECT TO COOPERATIVE PURCHASING

1b. Identification of the lowest priced model number and lowest price for that model for each special item number awarded in the contract: See products on GSA Advantage.

1c. If the Contractor is proposing hourly rates a description of all corresponding commercial job titles, experience, functional responsibility, and education for those types of employees or subcontractors who will perform services shall be provided: See price list on GSA eLibrary.

2. Maximum Order: $500,000.00

3. Minimum Order: $100.00

4. Geographic Coverage (delivery area): Domestic delivery – Delivery within the 48 contiguous states and Washington, DC

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

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

7. Quantity discounts: None

8. Prompt payment terms: Net 30 Days. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign items: None

10a. Time of Delivery: 30 Days ARO

10b. Expedited Delivery: Contact Contractor

10c. Overnight and 2-day Delivery: Contact Contractor

11. F.O.B. Points: Destination

12a. Ordering Address:

Pittsburgh, PA 15220-2787

Phone: (609)-602-4235

12b. Ordering Procedures: See Federal Acquisition Regulation (FAR) 8.405-3

13. Payment Address:

Pittsburgh, PA 15220-2787

Phone: (609)-602-4235

14. Warranty Provision: Standard Commercial Warranty Terms and Conditions.

15. Export Packing Charges: Not Applicable

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

17. Terms and conditions of installation: See GSA price list for maintenance and service options

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: 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. Preventative maintenance: Not Applicable

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): Not Applicable.

22b. If applicable, indicate that Section 508 compliance information is available for the information and communications technology (ICT) products and services and show where full details can be found (e.g. contractor’s website or other location.): Not Applicable

23. Unique Entity Identifier (UEI) number: XDBUQHL7DXB3

24. Notification regarding registration in System for Award Management (SAM): Contractor registered and active in SAM. Cage Code: 85BW0

ASSETWORKS USA INC.

END USER LICENSE AGREEMENT (“EULA”)

eQUIP PRODUCTS & SERVICES

This EULA is between AssetWorks USA, Inc., with offices located at 400 Holiday Drive, Suite 200, Pittsburgh, PA 15220 (“AssetWorks”), and Ordering Activity under GSA Schedule contracts identified in the Order Form (“Customer”) (Individually a “Party” and jointly the “Parties). The EULA consists of the terms and conditions listed below, as well as the details on the Order Form and the listed Attachments (together, the "Agreement"). Any Quote or Statement of Work (“SOW”) signed by the Parties shall be designated as an Order Form for this Agreement. Order Forms are effective on the date it is signed by both Parties (“Effective Date”).

The Order Form is subject to the following terms and conditions. Your right to use the products and services is conditioned upon acceptance of this Agreement.

These terms shall apply to the products, software, and services on the Order Form as applicable:

• Attachment 1 Software License Terms

• Attachment 2 Software Maintenance Terms

• Attachment 3 Professional Services Terms

• Attachment 4 SaaS Terms

• Attachment 5 Hardware Terms

1. FEES, PAYMENT, AND TAXES.

A. For recurring services, unless otherwise stated in the Order Form, AssetWorks shall invoice Customer upon the effective date of the Order Form. All invoiced fees shall be due and payable within 30 days of the receipt date of the invoice. For Professional Services, invoices shall be sent either monthly as rendered or upon completion of milestones (as defined in the SOW included in the Order Form) and include charges defined in the Order Form unless otherwise specifically stated in the Order Form. All payments shall be made in United States Dollars. The pricing on the Order Form is based upon the quantities listed at the time of purchase. If the number of licenses, assets or sites changes, the pricing is subject to change.

B. Any amounts not paid when due will be subject to interest accrued at the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid. Interest payments that are accrued during billing disputes will be credited back to the Customer if said dispute is found to be through no fault of the Customer.

C. Customer will be considered delinquent if payment in full is not received 45 days from the date of the invoice.

AssetWorks may pursue a claim for delinquent payments or other claims pursuant to FAR 52.233-1.

D. Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay AssetWorks in full for Services provided to Customer under this Agreement within 30 days of the invoice receipt date.

E. TAXES:

1. AssetWorks or its authorized reseller as applicable shall state separately on invoices taxes excluded from the fees, and the Customer agrees 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 552.212-4(k).

2. Reserved.

2. CONFIDENTIALITY and NON-DISCLOSURE

A. Confidentiality

1. Because either Party may have access to information of the other Party that the other Party considers to be confidential or proprietary (“Confidential Information”), each Party will maintain all Confidential Information in confidence and will use it solely in the discharge of its obligations under this Agreement and any applicable SOW. Nothing herein will be deemed to restrict a Party from disclosing Confidential Information to its employees and subcontractors in the discharge of such obligations. The Parties agree that AssetWorks’ SOC2 reports may be provided under this Agreement and shall not be disclosed to any other party without the express written consent of AssetWorks.

2. Confidential Information will not include information that (i) is, or becomes, generally known or available through no fault of the, recipient; (ii) is known to the recipient at the time of its receipt from the disclosing Party; (iii) the disclosing Party provides to a third party without restrictions on disclosure; (iv) is subsequently and rightfully provided to the recipient by a third party without restriction on disclosure; (v) is independently developed by the recipient, without reference to the disclosing Party’s Confidential Information; or (vi) is required to be disclosed pursuant to a governmental agency or court subpoena, provided the recipient promptly notifies the disclosing Party of such subpoena to allow it reasonable time to seek a protective order or other appropriate relief. AssetWorks recognizes 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

3. Reserved.

B. Non-Disclosure

1. Subject to the other paragraphs in this Section, Customer agrees that the Software shall be held in confidence by Customer and shall not be disclosed to others without the prior written consent of AssetWorks, which may be withheld by AssetWorks in its sole discretion.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

2. AssetWorks provides documentation for the Software electronically. The Customer may copy, in whole or in part, any such documentation relative to the Software for Customer’s internal use consistent with this Agreement.

3. Customer’s records with regard to use of the Software shall be made available to AssetWorks at all reasonable times at AssetWorks’ request to audit Customer’s compliance with this Agreement, and Customer shall certify to the truth and accuracy of such records.

3. INTELLECTUAL PROPERTY

A. Customer and AssetWorks shall each retain ownership of, and all right, title, and interest in and to, their respective pre-existing Intellectual Property.

B. The Services performed, code developed, and any Intellectual Property produced pursuant to this Agreement are not

“works for hire.”

C. As used herein, “Intellectual Property” shall mean inventions (whether or not patentable), works of authorship, trade secrets, copyright, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated into any Statement of Work or Deliverable whether or not first created or developed by AssetWorks in providing the Services.

D. Notwithstanding any order of precedence language, or other conflicting terms and conditions contained in any document considered to be part of this Agreement, regardless of incorporation method, including, but not limited to,

(i) click-through process, (ii) attaching a copy hereto, (iii) reference, or (iv) similar processes are for Customer’s internal purposes only and any provisions contained therein shall have no effect whatsoever upon this Agreement.

For clarity, execution of a Customer Purchase Order shall be considered an acknowledgement of receipt of said Customer Purchase Order and shall not be deemed to satisfy the terms of Section 15 Amendments/Supplements of this Agreement.

E. The terms of this Section 3. Intellectual Property shall take precedence over any/all conflicting terms and conditions located elsewhere, and any conflicting terms are specifically objected to and rejected by AssetWorks.

4. TERM. The Term of the Agreement shall commence as of the Effective Date and shall continue for one (1) year (“Initial Term”) unless terminated earlier as set forth below. At the end of the Initial Term, the Agreement may be renewed for successive 1-yearby executing a written order. If customer fails to renew any term or fails to pay the invoice for the renewal term, AssetWorks reserves the right to suspend or terminate this Agreement and Customer access to the Service.. Customer’s failure to pay any invoice shall constitute a material default hereunder and shall entitle AssetWorks to exercise any and all rights and remedies provided herein or at law.

5. WARRANTY DISCLAIMER. Except as expressly set forth herein, AssetWorks disclaims all warranties relating to the services or deliverables provided hereunder, including but not limited to any warranty of fitness for a particular purpose or merchantability.

6. TERMINATION FOR DEFAULT. 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, AssetWorks 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. Prepaid annual fees are non-refundable.

7. GOVERNING LAW; VENUE. The Agreement shall be governed by and construed in accordance with the Federal laws of the United States without regard to choice-of-law principles.

8. ASSIGNMENT. Neither the Agreement nor any duties or obligations hereunder shall be assigned or transferred by Customer without the prior written approval of AssetWorks, which approval may be withheld in the reasonable judgment of the AssetWorks.

9. SEVERABILITY. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner.

10. ENTIRE AGREEMENT.

A. The Agreement and any schedules and exhibits thereto contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior or contemporaneous proposals, discussions, agreements, understandings, commitments, representations of any kind, whether oral or written, relating to the subject matter hereof or the Services to be provided hereunder.

B. Reserved.

C. Reserved.

D. It is understood and agreed between the Parties that terms and conditions, if any, included in Customer’s purchase order or similar document, regardless of inclusion methods including, but not limited to, (i) click-through process, (ii) attaching a copy hereto, (iii) reference, or (iv) similar processes, are for Customer’s internal purposes only and any provisions contained therein shall have no effect whatsoever upon this Agreement. For clarity, execution of a Customer Purchase Order shall be considered an acknowledgement of receipt of said Customer Purchase Order and shall not be deemed to satisfy the terms of Section 16 Amendments, Supplements & Change Orders of this Agreement.

11. FORCE MAJEURE. In accordance with GSAR Clause 552.212-4(f), Neither Party shall be liable for any failure of or delay in performance of its obligations (except for payment obligations) under this Agreement to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars, civil disturbances, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and/or within the Party's power to satisfy), failure of common carriers, Internet Service Providers, or other communication devices, acts of cyber criminals, terrorists or other criminals, acts of any governmental body (whether civil or military, foreign or domestic), failure or delay of third-parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, epidemics, pandemics, materials, power, equipment, or transportation, or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure Occurrences"), however, nothing in this section shall relieve Customer of the obligation to make payments for any products or services provided by AssetWorks. Any delays shall not be a breach of or failure to perform this Agreement or any part thereof and the date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays. Neither Party shall be liable to the other for any liability claims, damages or other loss caused by or resulting from a Force Majeure Occurrence.

12. INDEMNIFICATION

A. AssetWorks will indemnify and have the right to intervene to defend Customer against any claim, action, suit, or proceeding brought by a third party (“Claim”) to the extent Customer’s use of the Software within the scope of this Agreement directly infringes a United States patent or copyright issued to or held by a third party, or misappropriates a trade secret of such third party; provided, Customer notifies AssetWorks promptly in writing of such Claim and provides AssetWorks with the sole control, authority, information and assistance necessary to defend or settle such Claim. 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.

B. In the event of an infringement Claim, or AssetWorks believes that such a Claim is likely, then AssetWorks shall at its expense: (i) procure the right for Customer to continue using the Software; (ii) replace or modify the Software so that it becomes non-infringing, without materially decreasing the functionality of the Software; or (iii) if neither (i) or

(ii) is commercially practical, then, at AssetWorks’ sole option, terminate this Agreement and refund depreciated license fees paid hereunder based on five year straight line depreciation.

C. AssetWorks will not be liable for any infringement Claim based upon any (i) use of a version of the Software that was not, at the time that the Claim arose, the current unaltered version of the Software provided by AssetWorks hereunder, including, without limitation, failure of Customer to install Updates containing modifications to make the Software non-infringing; (ii) combination, operation, integration, or interfacing of the Software with other products, equipment, devices, software, systems, or data not supplied by AssetWorks, or which the Software was not intended to operate as specified in the Documentation, to the extent such Claim would not have arisen but for such combination, operation, integration, or interfacing (regardless of whether or not AssetWorks has advised Customer that such use would likely result in a Claim of infringement by a third party); (iii) use of the Software in a manner other than as authorized by the Documentation or this Agreement; (iv) AssetWorks’ compliance with the designs, plans, or specifications furnished by or on behalf of Customer; (v) modifications to the Software made by anyone other than AssetWorks; or (vi) Customer’s failure to accept any procured right to continue using the Software.

THE FOREGOING STATES ASSETWORKS’ SOLE AND EXCLUSIVE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL

PROPERTY RIGHTS OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

D. Reserved.

13. LIMITATION OF LIABILITY. Customer agrees that AssetWorks’ total liability to Customer for any and all damages whatsoever arising out of or in any way related to this Agreement or any amendment to this Agreement, from any cause, including but not limited to negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed the amount of fees paid to AssetWorks in the 12 months preceding the date on which the claim arose. In no event shall AssetWorks be liable for special, indirect, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss or corruption of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if AssetWorks has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.

14. WAIVER. No provision of the Agreement may be waived unless in writing, signed by both Parties hereto. Waiver of default of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent default of such provision, nor shall a waiver of any one provision of the Agreement be deemed to be a waiver of any other provision.

15. ACCEPTANCE & CHANGE ORDER MANAGEMENT PLAN (C.O.M.P.).

A. Within five (5) business days of receipt of the notice of delivery from AssetWorks, Customer will inspect the products or services to ensure conformity with the agreed SOW. Acceptance shall be presumed unless Customer provides written notice outlining the specific reason(s) why the product or service does not comply with the SOW. AssetWorks will have three (3) business days to respond to such notice. Customer and AssetWorks shall continue to communicate in good faith to resolve the issue. Should the acceptance and payment be withheld by Customer for more than thirty

(30) days from the date AssetWorks received the Customer’s initial written notice, AssetWorks reserves the right to grant the Customer additional time to resolve the issue or pursue a claim using the Disputes Act.

B. This Agreement may be amended or supplemented only by the mutual written consent of the Parties’ authorized representative(s).

C. Any change to any Quote, SOW or its equivalent shall only be done as follows:

I. Customer must send a change order request via E-mail to a designated point of contact at AssetWorks with sufficient details to identify and describe:

1. The nature of the requested change(s).

2. The reason(s) for the requested change(s).

3. The potential impact to the project (if known), including, but not limited to:

i. Implementation and Completion Schedule

ii. Scope

iii. Pricing

iv. Payment Schedule

II. AssetWorks will:

1. Evaluate the change order request.

2. Communicate to Customer about the required change(s) to the relevant products and services.

3. Communicate to Customer the estimated additional payments/increased fees associated with the requested change(s).

4. Provide Customer with a written Change Order Quote (“COQ”) summarizing the information from 2. and 3.

above for Customer to review and approve.

III. Customer will review, execute, and return the COQ to AssetWorks.

IV. AssetWorks will review, execute, and return a fully executed copy of the COQ to Customer.

V. The COQ must be signed by a representative from both Customer and AssetWorks possessing the authority to enter a legally enforceable agreement on behalf of the party they represent.

VI. In the event of a conflict between the executed COQ and the previous Quote (or its equivalent), the terms of the mutually executed COQ shall control.

VII. The COQ shall not contain any legal terms or conditions; it shall only contain terms or conditions relevant to the products/services provided by AssetWorks, including, but not limited to: price, payment, quantity, functionality, or time to complete delivery/implementation. Any legal terms or conditions contained in any COQ which conflict with this Agreement shall be null and void, having no legal effect.

VIII. Upon receiving the mutually executed COQ, AssetWorks shall stop work on any milestones in-progress which are affected by the COQ, close out any such milestones, and invoice Customer for the work performed on the closed-out milestone(s).

IX. Upon receiving full payment of the invoice(s) for the closed-out milestone(s), AssetWorks shall commence implementation of the requested change(s).

16. AMENDMENTS, SUPPLEMENTS & CHANGE ORDERS. The Agreement may be amended or supplemented only by the mutual written consent of the Parties’ authorized representative(s). Any change to a SOW including, but not limited to, implementation services, data conversion, interfaces, and application modifications, will be documented and follow the same procedures for new enhancements defined in the SOW. All proposed changes to the SOW will require an agreed, written change order executed by both parties. If the agreed change affects an existing milestone that is either in-progress or completed, prior to the implementation of any change order, the milestone in-progress must be completed, invoiced and paid. Adjustments to requirements will be scoped and evaluated as Change Orders.

17. BINDING EFFECT, BENEFITS. The Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Notwithstanding anything contained in the Agreement to the contrary, nothing in the Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto or their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of the Agreement.

18. HEADINGS. The Section headings in the Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of the Agreement or of any particular Section.

19. AUTHORIZATION. Each of the Parties represents and warrants that the Agreement is a valid and binding obligation enforceable against it and that the representative executing the Agreement is duly authorized and empowered to sign the

20. RELATIONSHIP OF PARTIES. The relationship of the Parties shall at all times be one of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties.

21. CONFLICTING PROVISIONS. This Agreement and all exhibits, schedules, and documents attached hereto are intended to be read and construed in harmony with each other, but in the event any provision in any Attachment conflicts with any provision of this Agreement, then this Agreement shall be deemed to control, and such conflicting provision to the extent it conflicts shall be deemed removed and replaced with the governing provision herein. It is agreed between the Parties that any terms in a Customer purchase order, regardless of inclusion methods including, but not limited to, (i) click-through process, (ii) attaching a copy hereto, (iii) reference, or (iv) similar processes, are for Customer’s internal purposes only and any provisions contained therein are deemed to be for Customer’s own use and are specifically rejected by the Terms of this Agreement. For clarity, execution of a Customer Purchase Order shall be considered an acknowledgement of receipt of said Customer Purchase Order and shall not be deemed to satisfy the terms of Section 15 Amendments/Supplements of this Agreement.

22. COUNTERPARTS. The Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

23. SURVIVAL. All provisions of this Agreement, which by their nature should survive termination of this Agreement, will so survive for the applicable statute of limitations period.

24. NOTICE. Any communication or notice hereunder must be in writing and will be deemed given and effective: (i) when delivered personally with proof of receipt; (ii) when sent by e-mail; (iii) when delivered by overnight express; or (iv) 3 days after the postmark date when mailed by certified or registered mail, postage prepaid, return receipt requested and addressed to a Party at its address for notices. Each Party's address for notices is stated on the Order Form. Such address may be changed by a notice delivered to the other Party in accordance with the provisions of this Section.

25. DISPUTES. In the event of any dispute arising in the performance of this Agreement, AssetWorks and the Customer will seek to resolve such dispute through good faith, amicable discussions, negotiations, or the Disputes Act..

26. COUNSEL. By acceptance of this Agreement, each of the Parties acknowledges and agrees that it has had an opportunity to consult with legal counsel and that it knowingly and voluntarily waives any right to a trial by jury of any dispute pertaining to or relating in any way to the transactions contemplated by the Agreement, the provisions of any federal, state, or local law, regulation, or ordinance notwithstanding.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representative(s).

AssetWorks USA, Inc. Customer

Name: Name:

Title: Title:

Sign: Sign:

Date: Date:

Attachment 1 – Software License Terms

1. Software License

A. AssetWorks grants to Customer a non-exclusive, non-transferable license to the software (Software) for the number of units specified in the purchase order (Order Form). Except as provided above, use of Software in excess of limits defined in the Order Form requires additional licensing fees. Customer's license is to use the Software in its own business; Customer has no right to use the Software in processing work for third parties.

B. Customer shall have the right to use only one copy or image of the Software for production purposes and shall not copy or use the Software for any other purpose except (i) for archival purposes, (ii) in connection with a disaster recovery program, and (iii) for the purpose of testing the operation of the Software, provided such testing copy shall not be used in a live production environment. Software may be licensed on a per-seat basis, a per-aircraft basis, a number of Active Equipment Unit basis, or other basis as described on the Order Form (License Restriction).

Customer may increase the License Restriction at any time by executing a subsequent Order Form and paying in full the applicable fees. “Active Equipment Unit” shall mean any in-service unit in which the Software is installed with active service during a calendar quarter.

C. If any third-party software is provided to Customer pursuant to this Agreement, such license shall be in accordance with terms set forth in the Order Form.

D. Source Code shall mean software in human-readable form, including all appropriate programmer’s comments, data files and structures, header and include files, macros, make files, object libraries, programming tools not commercially available, technical specifications, flowcharts and logic diagrams, schematics, annotations and documentation reasonably required or necessary to enable a competent independent third-party programmer to create, operate, maintain, modify and improve such software without the help of any other person, and with data files containing Source Code in standard ASCII format readable by a text editor.

E. Except as expressly authorized under this Agreement, Customer shall not (i) sell, rent, lease, timeshare, encumber, license, sublicense, transfer or assign the Software or Documentation; (ii) attempt to decompile, disassemble or reverse engineer the Software in whole or in part, or otherwise attempt to derive the Source Code of the software.

2. Limited Warranties A. AssetWorks represents that it has the right to license the Software to Customer as provided in Section 1.

AssetWorks further represents that the Software will conform to the description contained in the documentation provided or published by AssetWorks (“Documentation”) In the event the Software fails to conform to the description contained in the Documentation, AssetWorks’ sole obligation shall be to correct the errors as detailed in this Section. This limited warranty is in lieu of all liabilities or obligations of AssetWorks for damages arising out of or in connection with the delivery, use or performance of the Software. This warranty extends for a period of 90 days following the date the Software is made available to Customer.

B. AssetWorks does not guarantee the privacy, security, authenticity, or non-corruption of any information transmitted through the internet or any mobile or wireless network, or any information stored in any system connected to the internet or to any mobile or wireless network. AssetWorks shall not be responsible for any claims, damages, costs, or losses whatsoever arising out of or in any way related to Customer’s connection to or use of the internet or of any mobile or wireless network.

C. AssetWorks will not be liable to Customer or any third-party for any claims, expenses, damages, costs, or losses whatsoever arising out of or in any way related to Customer’s use of the Software insofar as such Software may be used to store, transmit, display, disclose or otherwise use data or information which is considered private, confidential, proprietary, or otherwise exempt from public disclosure under applicable law except as otherwise provided by the Federal law of the United States, including Data and Privacy protection law.

D. Reserved.

E. The warranty period for the Software shall extend for a period of 90 days from the date of delivery of the Software, but in no event later than 1 year from the date of execution of this Agreement. During the warranty period, in the event that the Customer encounters an error and/or malfunction whereby the Software does not conform to the description in the Documentation, AssetWorks sole responsibility under this Limited Warranty is as follows:

1. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists an error or nonconformance to the Documentation, AssetWorks will take such steps as are reasonably required to correct the error with due dispatch.

2. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, the error or nonconformance to the Documentation does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct the error and distribute the correction to the Customer in accordance with AssetWorks’ normal Software revision schedule.

THIS LIMITED WARRANTY IS PROVIDED IN LIEU OF ALL OTHER RIGHTS, CONDITIONS AND WARRANTIES. ASSETWORKS

MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT

LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT

OF THIRD-PARTY RIGHTS. ASSETWORKS DOES NOT WARRANT THAT ANY PRODUCTS WILL BE ERROR-FREE, OR THAT

ANY DEFECTS THAT MAY EXIST IN ITS PRODUCTS CAN BE CORRECTED. IN NO EVENT SHALL ASSETWORKS BE LIABLE

FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA), HOWEVER CAUSED

WHETHER OR NOT ASSETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3. Termination A. The license conveyed pursuant to Section 1 may be terminated by AssetWorks in the event of breach or default by Customer under this Agreement in accordance with the Contract Disputes Act.

B. In addition, Customer shall have the right to terminate the Software License at any time; provided such termination shall not relieve Customer of its obligations (1) to pay any remaining unpaid balance for the software license fee pro-rated for the term (as per the Order Form, and (2) to honor the Professional Services Terms and the Software Maintenance Terms attached hereto, C. All Software and Documentation shall be and will remain the property of AssetWorks. Upon termination of this

Agreement, whatever the reason, such Software and Documentation and any copies thereof made by Customer pursuant to Section 2 shall be promptly returned to AssetWorks.

Attachment 2 – Software Maintenance Terms

1. Term. Maintenance shall commence immediately upon the Effective Date and shall have a term of 12 months. The term may be renewed each year thereafter for an additional 12-month period by executing a written order.

2. Correction of Deviations. In the event the Customer encounters an error and/or malfunction (“Deviation”) in the Software, it shall communicate the circumstances and any supporting information, inclusive of a database that can be reproduced, to AssetWorks. Upon receipt, AssetWorks will respond as follows:

A. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists a Deviation that does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct the Deviation and distribute the correction to the Customer in accordance with AssetWorks’ normal Software revision schedule.

B. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists a Deviation that does constitute a serious impediment to the normal, intended use of the Software, AssetWorks will take such steps as are reasonably required to correct the Deviation.

3. Software Revisions and New Versions.

A. The Software may be revised by AssetWorks as a result of the correction of Deviations and/or the release of upgrades or improvements or modifications designed to improve the performance of the Software and/or to increase the capabilities of the Software (hereafter "Revisions"). Revisions shall be of two kinds:

1. Revisions that the Customer is obliged to implement (“Mandatory Revisions”);

2. Revisions that may be implemented by the Customer at its option (“Optional Revisions”).

B. No charge shall be made to the Customer for either Mandatory Revisions or Optional Revisions while under a current Maintenance Agreement.

C. New products (“New Products”) may be added to the Software by AssetWorks from time to time. Compared to a Revision, New Products substantially improve the performance of the Software and/or substantially increase its functionality and capability. AssetWorks, in its sole discretion, shall decide which upgrades and improvements will be issued as Revisions without charge and which shall be issued as New Products for which there may be a charge.

4. Email Assistance. AssetWorks, at its expense, shall make available technically qualified personnel to respond to all reasonable email requests, Monday through Friday, excluding State holidays, during normal business hours, that may be made by the Customer relating to the application and operation of the Software.

5. Technical Literature. AssetWorks shall make available to the Customer all technical literature in electronic format that is considered by AssetWorks to be relevant to the Software and its use within the scope of Customer's operations.

6. Proper Use.

A. Customer shall not modify the Software as defined in the Software License Terms unless specifically authorized by AssetWorks in writing.

B. The Customer agrees that all reasonable effort shall be taken to ensure that neither the Software nor data files are misused or modified without the express written permission of AssetWorks.

C. In the event that the Customer or its agents misuses or modifies the Software or data files, including, but not limited to, inserting, updating, deleting or otherwise modifying data through a means other than the Software, although AssetWorks is not obligated to correct such misuse, AssetWorks shall be entitled to attempt to correct the situation, if possible, at Customer's expense.

D. In the event that diagnostic assistance is provided by AssetWorks, which, in the reasonable opinion of AssetWorks and the Customer, relates to problems not caused by a Deviation in the Software, such assistance shall be at the Customer's expense.

7. Software Maintenance Fee – Paid Up License. In consideration of the Maintenance services to be provided by AssetWorks for the initial 12-month period hereunder, Customer shall pay to AssetWorks an amount set forth in the Order Form or Invoice. For each 12-month period thereafter, Customer will pay to AssetWorks fees in accordance with this Agreement.

8. Additional Software Maintenance Fee – Paid Up License. In the event the Customer acquires AssetWorks Software licenses in addition to the Software previously provided under this Agreement (the "Additional Software"), the Maintenance shall automatically be extended to cover the Additional Software, and the Customer shall pay an additional annual Maintenance fee in an amount equal to then current GSA schedule of the then current license fee for the Additional Software at the time of acquisition.

If Customer purchases any custom interfaces, APIs or other software (Developed Software), AssetWorks may also charge maintenance on the Developed Software in an amount equal to 20% of the cost of the Developed Software.

9. Other Fees and Expenses. If onsite maintenance is required, Customer will pay reasonable travel and living expenses of AssetWorks’ employees or agents, which shall be billed and paid as the expenses are incurred in accordance with FAR 31.205-46 and the Federal Travel Regulation (FTR). Customer shall only be liable for such travel expenses as approved by Ordering Customer and funded under the applicable ordering document.

10. Payment Terms.

A. Annual payments for Maintenance will be due at the commencement of the initial 1-year term of the Maintenance and on each anniversary thereafter.

B. AssetWorks reserves the right to change the annual Maintenance fee in accordance with the Order and the then current GSA Schedule Pricelist by providing Customer written notice of the increase at least 30 days prior to any scheduled renewal date.

11. Default and Termination.

A. The Customer shall have the right to terminate Maintenance in accordance with the Contract Disputes Act upon delivery of written notice at least 90 days prior to any scheduled renewal date.

B. AssetWorks may cancel Maintenance in accordance with the Contract Disputes Act if the Customer does not implement a Mandatory Revision within 60 days of receipt thereof or such longer period as AssetWorks may consent to in writing. If Customer does not implement a Mandatory Revision within 30 days following receipt of written notice from AssetWorks of Customer’s failure to implement a Mandatory Revision, AssetWorks may then cancel Maintenance, effective immediately, by notice in writing to the Customer.

C. In the event of any breach of the terms and conditions of this Agreement by the Customer, AssetWorks will, by written notice to the Customer, give the Customer a period of 30 days within which to institute remedies to correct such breach.

If such breach has not been corrected to AssetWorks’ satisfaction within said 30-day period, AssetWorks may then cancel Maintenance, in accordance with the Contract Disputes Act .

D. If Maintenance is terminated by AssetWorks, AssetWorks shall have no continuing obligations to the Customer of any nature whatsoever with respect to Maintenance. Furthermore, termination by AssetWorks pursuant to the provisions of this Agreement shall be without prejudice to any right or recourse available to AssetWorks, and without prejudice to AssetWorks’ right to collect any amounts, which remain due to it hereunder.

Attachment 3 – Professional Services Terms

1. Services/SOW.

A. AssetWorks will perform the professional services (“Services”) described in the SOW. The terms of this Attachment 3 shall control any additional or future SOWs that may be executed by the Parties during the Term of the Agreement.

No SOW shall be of any force and effect unless and until executed by both AssetWorks and Customer.

B. Changes to Services/SOW shall require AssetWorks’ approval and all modifications to costs and schedule shall only be valid if included in a written Change Order signed by both Parties.

2. Price and Payment Terms

A. Each SOW will either be on a time and material basis or a fixed price basis, specified in the SOW. The SOW will include a definitive list of “Deliverables” that must be completed by AssetWorks. In some instances, the SOW will include a date by which “Deliverables” must be completed.

B. In the event that Services result in greater AssetWorks duties than contemplated by the SOW, Customer will work closely and in good faith with AssetWorks to modify the SOW to ensure that the Customer’s requirements are addressed, and AssetWorks’ fees shall be adjusted to reflect increased Customer requirements.

C. Unless specifically addressed in the SOW, all travel and expenses incurred will be extra and billed at the time of incurrence in accordance with FAR 31.205-46 and the Federal Travel Regulation (FTR). Customer shall only be liable for such travel expenses as approved by Customer and funded under the applicable ordering document.

D. Invoiced amounts are due and payable 30 days from the date of the invoice. The preferred means of payment is electronic funds transfer (EFT). EFT payments can be accomplished as either a Funds Transfer (Fed Wire) or Direct Deposit (ACH). All payments shall be made in United States Dollars without deduction for any taxes or withholding or other offset.

E. Services may be invoiced upon completion of Milestones as set forth in the SOW or Order Form. Notwithstanding the invoicing described in the SOW or Order Form, for Professional Services invoices shall be sent either monthly as rendered or upon completion of milestones (as defined in the SOW included in the Order) and include charges defined in the Order Form unless otherwise specifically stated in the Order form. Hardware is invoiced upon shipment. The pricing on the Order Form is based upon the quantities listed at the time of purchase.

F. Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay AssetWorks or its authorized reseller as applicable in full for Services provided to Customer up to and including the date of termination under this Agreement within 30 days of the invoice receipt date.

G. Custom modules, interfaces and other software can be placed under the AssetWorks Software Maintenance program.

H. AssetWorks reserves the right to apply a late payment at the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

I. Bill to Address. The invoice will be mailed to the Customer address on the Order Form unless otherwise indicated in the SOW.

3. Resources to be Provided by Customer.

A. Customer shall provide, maintain, and make available to AssetWorks, at Customer’s expense and in a timely manner, the resources described in this Section 3, the SOW, and such other additional resources as AssetWorks may from time-to-time reasonably request in connection with AssetWorks performance of the Services. Delays in the provision of these resources may result in delays in the performance of the Services, or an increase in the Price.

B. Customer will designate qualified Customer personnel or representatives to consult with AssetWorks on a regular basis in connection with the Services. Customer will furnish such documentation and other information as is reasonably necessary to perform the Services.

C. Customer shall furnish access to Customer’s premises, and appropriate workspace for any AssetWorks personnel working at Customer’s premises, as necessary for performance of those portions of the Services to be performed at Customer’s premises.

D. Customer shall meet all assumptions noted In the SOW.

4. Subcontractors. AssetWorks may engage subcontractors to assist in performing Services without the prior written consent of Customer; provided, AssetWorks shall supervise such sub-contractors, and the Services performed by them to the same extent as if AssetWorks performed the work.

5. Confidentiality.

A. Because either Party may have access to information of the other Party that the other Party considers to be confidential or proprietary (“Confidential Information”), each Party will maintain all Confidential Information in confidence and will use it solely in the discharge of its obligations under this Agreement and any applicable SOW. Nothing herein will be deemed to restrict a Party from disclosing Confidential Information to its employees and subcontractors in the discharge of such obligations.

B. Confidential Information will not include information that (i) is, or becomes, generally known or available through no fault of the, recipient; (ii) is known to the recipient at the time of its receipt from the disclosing Party; (iii) the disclosing Party provides to a third party without restrictions on disclosure; (iv) is subsequently and rightfully provided to the recipient by a third party without restriction on disclosure; (v) is independently developed by the recipient, without reference to the disclosing Party’s Confidential Information; or (vi) is required to be disclosed pursuant to a governmental agency or court subpoena, provided the recipient promptly notifies the disclosing Party of such subpoena to allow it reasonable time to seek a protective order or other appropriate relief. AssetWorks recognizes 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.

C. Reserved.

6. Intellectual Property A. Customer and AssetWorks shall each retain ownership of, and all right, title, and interest in and to, their respective pre-existing Intellectual Property.

B. The Services performed, code developed, and any Intellectual Property produced pursuant to this Agreement are not

“works for hire.”

C. As used herein, “Intellectual Property” shall mean inventions (whether or not patentable), works of authorship, trade secrets, copyright, techniques, know-how, ideas, concepts, algorithms, and other…