MAS - Unison Software Inc. - 47QTCA19D00EP

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

47QTCA19D00EP

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

MULTIPLE AWARD SCHEDULE

Special Item No. 511210 Software Licenses (includes both term and perpetual software licenses and maintenance) Special Item No. 54151 Software Maintenance Services Special Item No. 611420 Training Courses Special Item No. 54151S Information Technology (IT) Professional Services Special Item No. 54151ECOM Electronic Commerce Services Special Item No. OLM Order Level Materials

Contract Number: 47QTCA19D00EP

Contract Period: July 6, 2024, through July 5, 2029

Terms & Conditions current through Modification PS-0054, Effective January 27, 2026

Unison Software, Inc.

8444 Westpark Dr, Suite 920 McLean, VA 22102 Contract@unisonglobal.com

TEL: 571-449-4000

Products and ordering information in this Authorized FSS Information Technology Schedule Terms & Conditions File are also available on the GSA Advantage! System. Ordering Activities can browse GSA Advantage! by accessing GSA’s Home Page via Internet at www.gsa.gov.

http://www.unisonglobal.com/ mailto:Contract@unisonglobal.com http://www.gsa.gov/

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

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Table of Contents

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO TERM PRISM SOFTWARE LICENSES AND PRISM

SOFTWARE MAINTENANCE AS A PRODUCT (SIN 511210), PERPETUAL PRISM SOFTWARE LICENSES

(SIN 511210), and DATABASE MAINTENANCE AS A SERVICE (SIN 54151)

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF PRISM TRAINING COURSES (SIN 611420)22

TERMS AND CONDITIONS APPLICABLE TO IT PROFESSIONAL SERVICES (SIN 54151S)

TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES

(SIN 54151ECOM)

BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

http://www.unisonglobal.com/

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

SPECIAL NOTICE TO AGENCIES:

Small Business Participation

SBA strongly supports the participation of small business concerns in the Federal Supply Schedules Program. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micro-purchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage! ® online shopping service (www.fss.gsa.gov). The catalogs/pricelists, GSA Advantage! ® and the Federal Supply Service Home Page (www.fss.gsa.gov) contains information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelists for a best value determination.

For orders exceeding the micro-purchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

1. GEOGRAPHIC SCOPE OF CONTRACT:

Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. Territories.

Offerors are requested to check one of the following boxes:

[ ] The Geographic Scope of Contract will be domestic and overseas delivery.

[ ] The Geographic Scope of Contract will be overseas delivery only.

[x] The Geographic Scope of Contract will be domestic delivery only.

2. CONTRACTOR’S ORDERING ADDRESS:

McLean, VA 22102

Contractor’s Service Area: All Government locations within the scope of the contract.

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

http://www.unisonglobal.com/ http://www.fss.gsa.gov/

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

Contractor’s Payment Address:

McLean, VA 22102

Contractors are required to accept the Government purchase card for payments equal to or less that the micro-purchase threshold for oral or written delivery orders. Government purchase cards will be acceptable for payment above the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice.

The following telephone number (s) can be used by ordering activities to obtain technical and/or ordering assistance: 571-449-4065

3. LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD

FORM 279

Block 9: G. Order/Modification Under Federal Schedule Block 16: Data Universal Numbering System (DUNS): 13-069-8921 Block 30: Type of Contractor: B. Other Than Small Business Block 31: Woman-Owned Small Business: No Block 36: Contractor's Taxpayer Identification Number (TIN): 54-1304735

4a. CAGE CODE: 0CAZ6

5. FOB DESTINATION

When deliveries are made to destinations outside the 48 contiguous States, i.e., Alaska, Hawaii, the Commonwealth of Puerto Rico, and such overseas locations as specified, and are not covered the following conditions will apply:

a. Delivery will be f.o.b. inland carrier, point of exportation (FAR 52.247-38), with the transportation charges to be paid by the Government from the point of exportation to destination in Alaska, Hawaii, the Commonwealth of Puerto Rico, and such overseas locations specified, as designated by the ordering office. The Contractor shall add the actual cost of transportation to destination from the point of exportation in the 48 contiguous States nearest to the designated destination. Such costs will, in all cases, be based upon the lowest regularly established rates on file with the Interstate Commerce Commission, the U.S. Maritime Commission (if shipped by water), or any State regulatory body, or those published by the U.S. Postal Service; and must be supported by paid freight or express receipt or by a statement of parcel post charges including weight of shipment.

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

b. The right is reserved to ordering agencies to furnish Government bills of lading.

Ordering offices will be required to pay differential between freight charges and express charges where express deliveries are desired by the Government.

6. DELIVERY SCHEDULE

a. Time of Delivery: The contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below.

Items or Groups of Items Delivery Time (SIN or Nomenclature) (Days ARO)

511210 30 days 54151 30 days 611420 30 days 54151S As Agreed Upon by the Parties 54151ECOM 30 days OLM 30 days

b. Urgent Requirements: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the contractor for the purpose of obtaining accelerated delivery. The contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the contractor in writing.) If the contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7. DISCOUNTS: Prices shown are NET Prices; Basic discounts have been deducted.

a. Prompt Payment: None - NET 30 days from receipt of invoice or date of acceptance, whichever is later.

b. Quantity: None

c. Dollar Volume: None

d. Government Educational Institutions: Government Educational Institutions are offered the same discounts as all other Government customers.

8. TRADE AGREEMENTS ACT OF 1979, AS AMENDED: All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING: Export packing is available at extra cost outside the scope of this contract.

10. SMALL REQUIREMENTS: The minimum dollar value of orders to be issued is $50.00.

11. MAXIMUM ORDER: (All dollar amounts are exclusive of any discount for prompt payment.)

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

a. The Maximum Order value for the following Special Item Number (SINs) is $500,000:

Special Item No. 511210 Software Licenses (includes both term and perpetual software licenses and maintenance)

Special Item No. 54151 Software Maintenance Services Special Item No. 54151S Information Technology (IT) Professional Services Special Item No. 54151ECOM Electronic Commerce (EC) Services Special Item No. OLM Order Level Materials

b. The Maximum Order value for the following Special Item Numbers (SINs) is $250,000:

Special Item No. 611420 Training Courses

12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS: Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

REQUIREMENTS: Ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1. FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2. FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD."

Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

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calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301) 975-2833.

14. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2001)

a. Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

b. Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub.L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. The Industrial Funding Fee does NOT apply to travel and per diem charges.

NOTE: Refer to FAR Part 31.205-46 Travel Costs, for allowable costs that pertain to official company business travel in regard to this contract.

c. Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

d. Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

e. Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

f. Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

g. Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

h. Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

i. Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

j. Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

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15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See C.1).

16. GSA ADVANTAGE!: GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! Will allow the user to perform various searches across all contracts including, but not limited to:

a. Manufacturer

b. Manufacturer’s Part Number; and

c. Product category(ies).

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex: NetScape). The Internet address is http://www.fss.gsa.gov/.

17. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated at open market purchases. Ordering Activities procuring open market items must follow FAR 8.401(d).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the

Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule;

and,

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS:

a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

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(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the contractor.

b. The above is not intended to encompass items not currently covered by the GSA Schedule Contract.

19. OVERSEAS ACTIVITIES: The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

None

Upon request of the contractor, the ordering activity may provide the contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20. BLANKET PURCHASE AGREEMENTS (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

21. CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis- Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

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services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract.

However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act.

The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 33411.

23. SECTION 508 COMPLIANCE

If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following:

The EIT standard can be found at: www.Section508.gov/.

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order –

a. A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor);

and

b. The following statement: This order is placed under written authorization from _______ dated_____. In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997) (FAR 52.228-5)

a. The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

b. Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

c. The Contractor shall insert the substance of this clause, including this paragraph (c), in http://www.section508.gov/

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

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subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance and shall make copies available to the Contracting Officer upon request.

26. SOFTWARE INTEROPERABILITY

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program.

Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

27. ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324).

http://www.core.gov/

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

1. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

The Contractor shall provide the Enterprise User License Agreement upon request.

2. GUARANTEE/WARRANTY

a. Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract.

Unison’s END USER LICENSE AGREEMENT is available upon request.

b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2)

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 800-899-6665 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8:30 AM to 5:00 PM EST, Monday through Friday, exclusive of Federal Government holidays.

4. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined: (select software maintenance type):

(1) X Software Maintenance as a Product (SIN 511210) Software maintenance as a product includes the publishing of bug/defect fixes via commercially available patches and updates/upgrades in function and technology to maintain the operability and usability of the software product as determined by Unison. It may also include other no charge support that is included in the purchase price of the

TERMS AND CONDITIONS APPLICABLE TO TERM PRISM SOFTWARE LICENSES AND

PRISM SOFTWARE MAINTENANCE AS A PRODUCT (SIN 511210), PERPETUAL PRISM

SOFTWARE LICENSES (SIN 511210), and DATABASE MAINTENANCE AS A SERVICE

(SIN 54151)

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

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product in the commercial marketplace. No charge support includes telephone assistance to answer client questions during Unison’s normal business hours. Distribution of all new releases, technical bulletins, manual updates and other licensed materials.

Fixes for non-critical software defects shall only be provided in Service Pack Releases which are included as part of Unison’s Annual Software Maintenance as a Product offerings.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package.

Software Maintenance as a product is billed at the time of purchase.

(2) X Database Maintenance as a Service (SIN 54151)

Database Maintenance as a Service includes periodic database updates and on-site database administration support within 50 miles of Washington, D.C.

Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324.

5. PERIODS OF TERM LICENSES AND SOFTWARE MAINTENANCE AS A PRODUCT (SIN 511210)

AND DATABASE MAINTENANCE AS A SERVICE (SIN 54151)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time.

b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder of the contract period.

d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order if the term licenses and/or maintenance is to be terminated at that time.

Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

6. UTILIZATION LIMITATIONS - (SIN 511210 AND SIN 54151)

a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101.

b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following:

(1) Title to and ownership of the software and documentation shall remain with the

Contractor, unless otherwise specified.

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(2) Software licenses are by site and by ordering activity, with the exception of Contractor’s approved use of the software for shared service centers, also known as Centers of Excellence (see # 11 below). An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data.

The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

(3) Purchase of a software license entitles the agency to one (1) production instance of the software being purchased.

(4) Except as is provided in paragraph 7.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions.

(5) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of disaster recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes;

to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

(6) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

7. SOFTWARE CONVERSIONS - (SIN 511210)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the

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software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (511210), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (511210), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered.

9. SUBSCRIPTION PRICING

The Contractor agrees to make available Subscription Pricing plans to the Ordering Activity. These Plans will be based on the prices to license the software and associated maintenance as set forth in the Contractor’s Schedule Contract. If, however, at any time during the term of the subscription the Ordering Activity terminates the Subscription, use of the software by the Ordering Activity shall cease on the effective date of the termination. All software shall be removed from the Ordering Activity's servers, and the Ordering Activity shall certify to the Contractor in writing that the aforementioned actions have been taken.

10. CENTERS OF EXCELLENCE (“CoE”) PRICING

The federal government is focusing on shared service centers across the government to reduce the administrative costs of running the country. Shared service centers are being established by various agencies being selected as Centers of Excellence (CoE) for particular back office functions, such as acquisition. Designated Centers of Excellence may purchase software licensing on behalf of the agencies it represents, regardless as to whether or not the agencies are subdivisions (service, bureau, division, command, etc.) and even if the agency or subdivision did not participate in the original acquisition of the software. CoE pricing shall be subject to the following terms and conditions:

a. The agency must be designated and approved as a CoE by the Office of Management and

Budget.

b. The CoE must make an initial purchase of WEB-01 or WEB-07, or both.

c. Annual software maintenance (WEBM-01 and WEBM-07) for WEB-01 or WEB-07, (or both if licenses for both are purchased) must be purchased concurrently with the purchase of WEB-01 and/or WEB-07.

d. Seat Licenses must be purchased for each CoE user of the software. The price per seat is as listed as “Centers of Excellence Seat” in WEB-02 and WEB-03.

e. Annual software maintenance must be purchased concurrently for each CoE user of the software. The price per seat is as listed as “Centers of Excellence Seat” in WEBM-02 and

WEBM-03.

f. The Contractor shall invoice the agency serving as the Center of Excellence for all licenses and maintenance. The Center of Excellence shall in turn pay the Contractor on behalf of the user agencies, subdivisions, (service, bureau, division, command, etc.).

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

11. SOFTWARE LICENSE TERMS AND CONDITIONS

An approved GSA EULA will be provided separately.

12. SOFTWARE MAINTENANCE TERMS AND CONDITIONS

Software Maintenance as a Product

Unison provides ongoing maintenance and support to its PRISM and Program Management customers through our annual Software Maintenance products. By purchasing these annual products, a customer will receive new COTS enhancements, product upgrades, and software fixes for the PRISM or Program Management software product. The products also provide the customer access to the Customer Support Service Desk to ask questions concerning software functionality and notify Unison of potential software issues.

Customer Support Service Desk

Unison provides telephone and email support to our customers through the Customer Support Service Desk. The Service Desk is staffed Monday through Friday, from 8:00 a.m. to 5:00 p.m. EST, except Government holidays and the day after Thanksgiving. Customers can reach the Customer Support Service Desk by calling 1- 800-899-6665 or via email at acqsupport@unisonglobal.com. Support hours for users of Unison’s FedConnect Vendor/Grantee portal are 8:00am to 8:00pm EST. Calls and emails from customers are formally logged into Unison’s customer inquiry system and assigned to a Unison Support Representative. Inquiries from customers will be addressed in order of receipt and priority assigned to the request by Unison.

Software Support

Designated Points of Contact. The Unison Service Desk is the designated point of contact concerning software problems notification or information request/dissemination.

Acknowledgement of Receipt of Problem. Users who contact Unison via email ( acqsupport@unisonglobal.com) will receive an acknowledgement of the email within one (1) hour.

Users who call support (800-899-6665) will have their calls answered by a live technician or logged into the Service Desk voice mail system. If the call is routed to our voice mail system, a Service Desk ticket will be automatically generated and assigned to the next available support engineer.

Each ticket received by the Service Desk will be triaged and assigned a severity rating. Unison makes commercially reasonable efforts to meet the following response times (the time from ticket entry to when support engineer begins to work the issue):

• Severity 1 – 30 minutes

• Severity 2 – 1 business hour

• Severity 3 – 2 business hours

• Severity 4 – 1 business day

• Severity 5 – 3 business days

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Service Desk Incident Tracking System. All incidents received by the Service Desk will be logged with the following information:

• Name, email and phone number of the caller

• Agency code

• Date and time of the call

• Description of the problem

In addition to the information gathered by the Service Desk when the call was received, the following information will be tracked and reported on each call or email request:

• Identification of Unison support staff assigned to resolve the problem

• Description of the resolution

• Date and time of the resolution

Service Desk Support Duration. Service Desk support commences upon execution of the maintenance subscription agreement and will remain in place for the duration of the contracted period of performance for email and telephone support.

Status Reporting. Users will be updated on an ongoing basis with status information for all fatal and critical production PRISM issues requiring further analysis.

FAR and Agency Supplement Updates. FAR updates will be provided twenty (20) business days from the date of publication which shall be defined as either from the date the change was published in the Federal Register or the effective date of the change, whichever is later. Agency Supplement changes will be provided within twenty (20) business days of Unison’s receipt of the Agency’s written notification of said changes or by the effective date of the change, whichever is later.

Corrections to Software Defects. The Unison Service Desk will analyze each user agency ticket and provide functional support to the user. In some cases, a software defect will be discovered through the ticket analysis process. If this occurs, the Unison Service Desk will log a Software Change Request (SCR) in our Software Call Tracking System for further analysis and potential code fix. Each week, Unison’s PRISM Change Control Board (CCB) will review all new reported SCRs and give them each a priority rating. (SCRs needed to address customer “production down” issues receive immediate attention and do not wait for the weekly CCB meeting.)

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

The following table defines these ratings:

Priority Definition

P0 Rapid Response Issue defined as a work stoppage issue with no work around that affects all users using a core business function

• Loss of core business function – AND –

• No work around – AND –

• Affects all users using the problematic area – AND –

• Consistently repeatable

P1 • Core business function – AND –

• Not working as designed – AND –

• Difficult workaround that requires intervention from another user/group – AND –

• Affects all users using the problematic area – AND –

• Consistently repeatable

P2 • Impeded non-core business function with no work around and that is consistently repeatable – OR –

• Core business function with a viable workaround – OR –

• Core business function that is not often repeatable – OR –

• Core business function that is working as designed but may be problematic to the user

P3 The P3 priority rating applies when the issue impedes:

• A non-core business function with difficult work around or not often repeatable – OR –

• Core business function that is not repeatable

P4 Impeded non-core business function with viable work around

Unison will develop and deliver solutions to address SCRs as described below.

Software Updates and Upgrades

Customers purchasing our annual Software Maintenance products will receive new software enhancements, software changes needed to address certain regulatory requirements, and related software bug fixes. We will provide these changes through a variety of mechanisms, including Enhancement Releases, Service Packs, Hot Fixes and other mechanisms. Should a customer require Unison professional staff support to assist with the on-site installation and testing of new software releases and updates, such assistance is available from Unison on a time and materials or other negotiated basis.

The following are the types of releases made available through our software maintenance products:

Enhancement Releases

Enhancement releases, also referred to as “.x” (read: dot x), contain changes that might affect the general user experience, such as:

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

• New COTS enhancements developed by Unison;

• Customer-funded enhancements that are being merged into COTS and become part of the supported PRISM product;

• Regulatory changes requiring enhancements or changes (such as GSA Integrated Acquisition Environment (IAE) initiatives and SF form changes);

• Software fixes developed by Unison to address user experience issues reported by customers;

and/or,

• Some P2, P3 and/or P4 issues that Unison elects to include in the release.

One or two enhancement releases are typically provided by Unison each year. An enhancement release will include service packs for the prior release version up to a date prior to general release of the enhancement release.

Service Packs

Service Packs will primarily contain critical fixes that are rated P0 or P1. Service packs will be released approximately every six to eight weeks. Small P2 or P3 issues that are resolved while fixing a P0 or P1 may be included in a Service Pack.

Service Packs will contain only those critical fixes that do not affect the online user experience. Service packs are available for download on the Unison website.

Hot Fixes

In the event that a P0 issue is reported that affects all customers, Unison may at its own discretion release a hot fix to a service pack or enhancement release. Hot fixes will only be for issues that are rated as a P0 and affect a key process in committing or obligating money in PRISM.

If more than one hot fix is released for a specific service pack or enhancement release, then the new hot fix will be cumulative. For example, the second hot fix will include the first hot fix.

In accordance with standard software practices, if a fix for an issue is available in a later service pack, the agency will migrate to the service pack that contains the fix. By focusing the content of all service packs on critical issues and excluding functional user experience changes, adopting service packs should be a low-risk process for every agency. If an agency wants a fix sooner than its scheduled release in a service pack or enhancement release, these fixes will be performed at a cost to the agency. If the agency pays for the fix, then the fix may be released as a hot fix.

COTS hot fixes will be available on the Unison download portal (downloads.unisonglobal.com).

Notifications are automatically set to alert users when a COTS hot fix is required and when the hot fix is available.

Agency Specific Branch

When an agency orders a new enhancement or pays to have specific fixes included in a software version, Unison will create a new, temporary branch of the code for that customer and will make the

Unison Software, Inc. | GSA Schedule 47QTCA19D00EP | Through Modification PS-0054 | 571-390-8830 | www.unisonglobal.com

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changes to that version of the product. Once the changes are ready for release to the customer, the agency specific branch will be provided to the customer. The customer agency will be able to test the changes for software acceptance. Once the agency accepts the changes, the agency specific branch will be scheduled for inclusion in the next enhancement release. The agency specific branch will not be folded into a service pack. Until the agency specific branch is merged into the enhancement release, the agency cannot install any service packs. Once migrated to the enhancement release, the customer agency will then be back on the COTS code base and then may install service packs or hot fixes to the new code base. Customer agencies should plan to move to the next available enhancement release as soon as practical to enable them to receive service packs and hot fixes as needed.

Agencies that are operating on an agency-specific branch will be eligible to receive hot fixes that address…