MAS - Belarc Inc. - 47QTCA21D00FL

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!, a menu-driven database system.

The INTERNET address for GSA Advantage! is http://www.gsaadvantage.gov

SCHEDULE TITLE: Multiple Award Schedule 70 – Information Technology

CONTRACT NUMBER: 47QTCA21D00FL

CONTRACT PERIOD: September 28, 2021 to September 27, 2026

For more information on ordering from Federal Supply go to this website: www.gsa.gov/schedules

CONTRACTOR: Belarc Inc.

Two Mill and Main, Suite 520 Maynard, MA 01754

Phone number: 978-461-1100 Fax number: 509-277-0391 E-Mail: info@belarc.com

CONTRACTOR’S ADMINISTRATION SOURCE:

Belarc Inc.

Two Mill and Main, Suite 520 Maynard, MA 01754

Phone number: 978-461-1100 Fax number: 509-277-0391 E-Mail: info@belarc.com

BUSINESS SIZE: Small Business Concern http://www.gsaadvantage.gov/ http://www.gsa.gov/schedules

CUSTOMER INFORMATION:

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SIN DESCRIPTION

OLM Order-Level Materials (OLM)

513210 Software Licenses

54151 Software Maintenance Services

1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN:

(Government net price based on a unit of one)

1c. HOURLY RATES (Services only): N/A

2. MAXIMUM ORDER*: $500,000 per SIN

NOTE TO ORDERING ACTIVITIES: *If the best value selection places your order over the Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contactor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404.

3. MINIMUM ORDER: For Orders for SIN OLM, 513210, and 54151 $250.

4. GEOGRAPHIC COVERAGE: Domestic delivery to all 50 states, Washington, DC, Puerto Rico, US

Territories and to a CONUS port or consolidation point for orders received from overseas activities.

5. POINT(S) OF PRODUCTION: Maynard, Massachusetts, Middlesex County, U.S.A.

6. DISCOUNT FROM LIST PRICES: GSA Net Prices are shown on the attached GSA

Pricelist. Negotiated discount has been applied and the IFF has been added.

7. QUANTITY DISCOUNT(S): Differ by product – please refer to price list.

8. PROMPT PAYMENT TERMS: N/A. Net 30.

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

9b. Government Purchase Cards are accepted above the micro-purchase threshold. Contact contractor for limit.

10. FOREIGN ITEMS: N/A

11a. TIME OF DELIVERY: Five (5) days after receipt of order (ARO)

11b. EXPEDITED DELIVERY: Items available for expedited delivery are noted in this price list.

11c. OVERNIGHT AND 2-DAY DELIVERY: Overnight and 2-day delivery are available. Contact the

Contractor for rates.

11d. URGENT REQUIRMENTS: Agencies can contact the Contractor’s representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

12. FOB POINT: Destination

13a. ORDERING ADDRESS: Same as contractor.

13b. ORDERING PROCEDURES: Ordering activities shall use the ordering procedures described in

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

14. PAYMENT ADDRESS: Same as contractor.

15. WARRANTY PROVISION: Standard Commercial Warranty. Customer should contact contractor for a copy of the warranty.

16. EXPORT PACKING CHARGES: Not applicable.

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: (any thresholds above the micro-purchase level may be inserted by contractor)

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE):

As applicable.

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND

ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): As applicable.

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): As applicable.

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

24b. Section 508 Compliance for Electronic and Information Technology (EIT): As applicable.

25. DUNS NUMBER: 05-432-8013

26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT (SAM)

DATABASE: Contractor has an Active Registration in the SAM database.

Belarc, Inc.

BelManage Auditor License Agreement

Contract No: _____________________

This Agreement is made and entered into as of the date set forth in the Purchase Order, Statement of

Work, or similar document between Belarc, Inc., a Massachusetts corporation with its principal place of business Two Mill & Main, Suite 520, Maynard, MA 01754 ("Belarc") and [ the Ordering Activity under GSA

Schedule contracts identified in the Purchase Order, Statement of Work, or similar document ("Licensee").

Introduction

Belarc develops and licenses BelManage, an Internet based PC management system. Licensee desires to use BelManage on its Intranet site. Therefore in consideration of the promises and mutual covenants set forth in this Agreement and intending to be legally bound, the parties hereto agree as follows:

1. Definitions

"Software" means the set of executable computer programs (either object code or source code, if provided), documentation and other material related to the Products. The term "Software" includes all updates, upgrades, maintenance releases, supplementary programs, utilities, tutorials and other software materials that Belarc may provide in relation to such Products.

"Products" are listed separately in the appendix to this Agreement - see Product Descriptions. A separate

Product Description will apply to each Product licensed from Belarc under this Agreement. The Product

Description will identify the Product and indicate the License Fees, Term of License, and other conditions for licensing that Product. Each Product Description will refer to this Agreement by Contract Number and will become effective as an integral part of this Agreement upon its execution by both Licensee and Belarc.

2. License

2.1 Belarc grants Licensee, subject to the terms set forth in this Agreement and in the Product

Descriptions, attached, a nonexclusive, worldwide right and license for the limited time specified in the

Agreement, to use, execute and display (if applicable) the Products listed in the Product Descriptions on its

Intranet.

2.2 Belarc further grants Licensee a non-exclusive, fully paid up license under its U. S. Patent No. 5,665,951, issued September 9, 1997, entitled "Customer Indicia Storage And Utilization System," with the right to sub-license, for the purpose of and limited to the carrying out of other licenses granted herein, and for the duration of other licenses granted herein. Licensee agrees not to remove any patent or other notices in respect of Belarc's intellectual property from Software or Products licensed hereunder as provided by Belarc to Licensee.

3. Belarc's Intellectual Property

3.1 Acknowledgment of Rights. Licensee acknowledges that (i) as between Belarc and Licensee, all right, title and interest in and to the Software (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are owned by Belarc, (ii) this Agreement in no way conveys any right or interest in the Software other than the limited rights and licenses expressly granted herein, (iii) the Software are works protected by the patent and copyright laws of the United States and international treaties, and (iv)

Belarc asserts that the Software embody valuable confidential and secret information of Belarc, the development of which required the expenditure of considerable time and money.

3.2 Licensee's Obligations. Except as may be otherwise expressly authorized herein, Licensee shall (i) not alter, reverse engineer, disassemble, decompile, translate any Software or Products, (ii) not alter or modify the executable Software in any respect, (iii) not copy or replicate the database entries in whole or in part, (iv) take all precautions, including secure storage of the media containing copies of the Software, reasonably necessary to prevent unauthorized or improper use or disclosure of the Software, (v) Licensee shall not remove current

Belarc product branding or co-brand any Belarc products.

3.3 Reserved

4. Limited Warranty and Disclaimer. BELARC WARRANTS THAT THE SOFTWARE AND PRODUCTS

WILL, FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE OF YOUR RECEIPT, PERFORM

SUBSTANTIALLY IN ACCORDANCE WITH SOFTWARE AND PRODUCTS WRITTEN MATERIALS

ACCOMPANYING IT. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, EXCEPT AS EXPRESSLY

STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED BY

OPERATION OF LAW OR OTHERWISE. BELARC DISCLAIMS THE IMPLIED WARRANTIES OF

MERCHANTABLILTY AND FITNESS FOR A PARTICULAR PURPOSE AS TO ALL PRODUCTS AND

SOFTWARE.

5. Limitation of Liability.

(a) The cumulative liability of Belarc for all claims relating to the Product(s) and any services rendered hereunder, in contract, tort, or otherwise, shall not exceed the total amount of all license fees paid to Belarc for the relevant Product(s) or services. In no event shall either party be liable to the other for any consequential, indirect, special, or incidental damages, even if such party has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. 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.

6. Confidentiality.

(a) Definition of Proprietary Information. For purposes of this Agreement, "Proprietary Information" means

Belarc’s Software and documentation and any complete or partial copies thereof, the concepts, techniques, ideas and know-how embodied and expressed in any computer programs included in the Belarc Software, including the structure, sequence, and organization of such programs and database, Belarc third-party database structure, any queries issued by Belarc software to any database, any other third-party software licensed with or as part of the Belarc Software, benchmark results, information contained in Belarc's BelManage server and client software, and any other information identified as confidential and proprietary information of Belarc

("Belarc Proprietary Information"); provided that, any part of the Belarc Proprietary Information which: (a) is or becomes publicly available through no act or failure of the other party; or (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; or (c) becomes independently available to the other party as a matter of right; or (d) already known to a party without an obligation of confidentiality;

or (e) is independently developed without use of the other party's Proprietary Information; or (f) approved by the party for disclosure; or (h) is required to be disclosed pursuant to the requirement of a government agency or by operation of law subject to prior consultation with the disclosing party's legal counsel shall be excluded.

Belarc 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.

(b) Limits of Disclosure. Neither party shall, without the other party's prior written consent, disclose, provide, or make available any of the Proprietary Information of the other party in any form to any person, except to bona fide employees, officers, directors, or consultants of such party whose access is necessary to enable such party to exercise its rights hereunder. Each party agrees that prior to disclosing any Proprietary Information of the other party to any consultant, it will obtain from that consultant a written acknowledgment that such consultant will be bound by the same terms as specified in this Section 6 with respect to the Proprietary

Information.

(c) Protective Precautions. Licensee agrees to maintain a log of the number and location of all originals and copies of the Belarc software of which it comes into possession. Licensee and Belarc acknowledge that any disclosure to third parties of Proprietary Information may cause immediate and irreparable harm to the owner of the disclosed Proprietary Information; therefore, each party agrees to take all reasonable steps and the same protective precautions to protect the Proprietary Information from disclosure to third parties as with its own proprietary and confidential information.

7. Term and Termination

7.1 Term. The term of this Agreement shall commence on the date first set forth above and continue until the ending date shown in the applicable Product Description.

7.2 Termination for Breach. 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, Belarc 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.

7.3 Reserved. .

7.4 Effect of Termination. Upon any termination of this Agreement: (a) Licensee shall immediately remove all Software and Products, (b) discontinue use and distribution of the Software, and (c) Licensee shall immediately return all copies of Software, Products and related documentation to Belarc. Termination of this

Agreement will not affect any rights or duties arising under it with respect to Section 3-Belarc's Intellectual

Property.

8. Notices

Any notice required or permitted to be given hereunder shall be in writing and shall be effective upon delivery to the respective address of the relevant recipient party set forth at the head of this Agreement. Invoices and routine communications may be sent by first-class mail, postage prepaid, to such locations or persons as either party may designate in writing from time to time.

Either party may change its address for the receipt of notices, requests or other communications hereunder by written notice duly given to the other party. Each party agrees to acknowledge in writing receipt of any notice upon delivery.

9. Miscellaneous

9.1 Section Headings. The sections in this Agreement are for convenience only and are in no way to be construed as part of this Agreement nor as a limitation of the scope of the particular sections to which they refer.

9.2 Relationship of Parties. The parties hereto are independent contractors, and nothing contained herein will be deemed or construed to create a joint venture, franchise, partnership, agency or similar relationship between Belarc and Licensee. Neither party has any authority to, and shall not, enter into any agreement or undertake any obligation on behalf of the other party.

9.3 Severability. All terms and provisions of this Agreement are severable. Any term or provision of this

Agreement or any application thereof which may be invalid or unenforceable shall be ineffective only to the extent of such prohibitions or unenforceability without affecting the remainder of the Agreement or any other application of such term or provision.

9.4 Transferability. Licensee shall not (by operation of law or otherwise) assign or transfer its rights or delegate its performance under this Agreement without the prior written consent of Belarc, which consent shall not be unreasonably withheld and any such assignment, transfer or delegation without such consent shall be void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

9.5 Modifications. This Agreement may be modified only by a written instrument duly executed by an authorized officer of the party affected by such modification. No condition, usage of trade, course of dealing or performance, understanding or agreement purporting to amend, modify, vary, explain or supplement the terms or conditions of this Agreement shall be binding unless hereafter made in writing and signed by the party to be bound.

9.6 Waiver. No delay or failure by either party to detect, protest or remedy the failure of the other party to perform any obligation under this Agreement will constitute a waiver of such other party's rights. No waiver of any provision of this Agreement or of any rights or obligations of either party hereunder will be effective unless in writing and signed by an authorized officer of the waiving party.

9.7 Limitation of Actions. With the exception of provisions of the Agreement that survive its expiration or termination or relate to violation of the proprietary rights of Belarc, no action, regardless of from, arising out of this Agreement may be brought by either party more than six years after the cause of action has arisen, or, in the case of an action for nonpayment, more than six years after the date the last payment was due.

9.8 Governing Law. Due to the development, testing and production of the Software in Massachusetts, the need for protection of Belarc's proprietary rights in its intellectual property, and the impracticality of determining the protection for such rights under the laws of many different jurisdictions, this Agreement shall be construed, interpreted and enforced in accordance with the Federal laws of the United States.

9.9 No Other Agreement. This License constitutes the entire agreement between the parties relating to the

Software and Products and supersedes any proposal or prior agreement, oral or written, and any other communication relating to the subject matter of this License. If any provision of this License is held to be unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year last given below.

LICENSEE: BELARC, INC.

By:______________________________ By: ____________________________

(Authorized Signature) (Authorized Signature)

Name (Print or Type) Name (Print or Type)

Title Title

Date Date

Product Description

Reference Contract No: _______________

Date: _________________

Name of Product(s): BelManage Auditor

Installation Site: Server license for [Licensee Name] only.

Clients: [number] Computers owned, leased or managed by [Licensee Name] only.

License Fees: [enter $ amount and description of licenses for initial purchase]

Term: 90 days

Support: Ninety days. Phone support during regular office hours (EST). Email support 7x24. Support includes explanations of proper installation and operation of the product, product capabilities, data captured and the supplied reports; general advice as to how to best make use of the product; and help in resolving operational problems of the product. Support is provided by knowledgeable technical personnel. Support coverage shall be continuous; each Support coverage period shall start at the previous expiration date, and cover both the period from expiration to the present (if any) and the period from the present to the end of the new period.

Other: [Licensee Name] must either allow usage summary statistics to be uploaded to Belarc, Inc.'s web server or to email the BelManage License Validation log file "C:\BelManage\LicenseValidation.log" monthly to

Belarc at count@belarc.com. This is to monitor the number of clients on the BelManage server for licensing purposes.

Accepted by:

By: ______________________________ By: _____________________________

Product License Agreement

Contract No:___________________

This Agreement is made and entered into as of _________________ , 20__ between Belarc, Inc., a

Massachusetts corporation with its principal place of business Two Mill and Main, Suite 520, Maynard, MA

01754 ("Belarc") and [Licensee Name] of _______________________________________("Licensee").

Belarc develops and licenses Intranet based computer management systems. Licensee desires to use such systems. Therefore in consideration of the promises and mutual covenants set forth in this Agreement and intending to be legally bound, the parties hereto agree as follows:

"Software" means the set of executable computer programs (either object code or source code, if provided), documentation and other material related to the Products. The term "Software" includes all updates, upgrades, maintenance releases, supplementary programs, utilities, tutorials and other software materials that Belarc may

"Products" are listed separately in the appendix to this Agreement - see Product Descriptions. A separate

Product Description will apply to each Product licensed from Belarc under this Agreement. The Product

Description will identify the Product and indicate the License Fees, Term of License, and other conditions for licensing that Product. Each Product Description will refer to this Agreement by Contract Number and will become effective as an integral part of this Agreement upon its execution by both Licensee and Belarc.

2.1 Belarc grants Licensee, a perpetual rights use license, subject to the terms set forth in this Agreement and in the Product Descriptions, attached, a nonexclusive, worldwide right and license to use, execute and display (if applicable) the Products listed in the Product Descriptions on its intranet.

2.2 Belarc further grants Licensee a non-exclusive, fully paid up license under its Patents: US6085229A, US8346752B2, US7657499B2, US7353389B2, US8285720B2, US8225409B2, US8161288B2, US8473607B2 and Patents pending. Licensee agrees not to remove any patent or other notices in respect of

Belarc's intellectual property from Software or Products licensed hereunder as provided by Belarc to Licensee.

3.1 Acknowledgment of Rights. Licensee acknowledges that (i) as between Belarc and Licensee, all right, title and interest in and to the Software (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are owned by

Belarc, (ii) this Agreement in no way conveys any right or interest in the Software other than the limited rights and licenses expressly granted herein, (iii) the Software are works protected by the patent and copyright laws of the United States and international treaties, and (iv) Belarc asserts that the Software embody valuable confidential and secret information of Belarc, the development of which required the expenditure of considerable time and money.

3.2 Licensee's Obligations. Except as may be otherwise expressly authorized herein, Licensee shall (i) not alter, reverse engineer, disassemble, decompile, translate any Software or Products, (ii) not alter or modify the executable Software in any respect, (iii) not copy or replicate the database entries in whole or in part, (iv) take all precautions, including secure storage of the media containing copies of the Software, reasonably necessary to prevent unauthorized or improper use or disclosure of the Software, (v) Licensee shall not remove current

3.3 Injunctive Relief. Breach by Licensee of its obligations under this Section 3 may cause Belarc irreparable damage for which remedies other than injunctive relief would be inadequate, and Licensee specifically agrees that in any such event Belarc will be entitled to an injunction or similar equitable relief immediately upon request to a court of competent jurisdiction.

4. Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE

NO WARRANTIES, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE. BELARC

DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABLILTY AND FITNESS FOR A

PARTICULAR PURPOSE AS TO ALL PRODUCTS AND SOFTWARE.

(a) The cumulative liability of Belarc for all claims relating to the Product(s) and any services rendered hereunder, in contract, tort, or otherwise, shall not exceed the total amount of all license fees paid to Belarc for the relevant Product(s) or services within the prior year. In no event shall either party be liable to the other for any consequential, indirect, special, or incidental damages, even if such party has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.

(a) Definition of Proprietary Information. For purposes of this Agreement, "Proprietary Information" means

Belarc’s Software and documentation and any complete or partial copies thereof, the concepts, techniques, ideas and know-how embodied and expressed in any computer programs included in the Belarc Software, including the structure, sequence, and organization of such programs and database, Belarc's third-party database structure, any queries issued by Belarc software to any database, any other third-party software licensed with or as part of the Belarc Software, benchmark results, information contained in Belarc's server and client software, and any other information identified as confidential and proprietary information of Belarc

("Belarc Proprietary Information"); provided that, any part of the Belarc Proprietary Information which: (a) is or becomes publicly available through no act or failure of the other party; or (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; or (c) becomes independently available to the other party as a matter of right; or (d) already known to a party without an obligation of confidentiality; or (e) is independently developed without use of the other party's Proprietary

Information; or (f) approved by the party for disclosure; or (h) is required to be disclosed pursuant to the requirement of a government agency or by operation of law subject to prior consultation with the disclosing party's legal counsel shall be excluded.

(b) Limits of Disclosure. Neither party shall, without the other party's prior written consent, disclose, provide, or make available any of the Proprietary Information of the other party in any form to any person, except to bona fide employees, officers, directors, or consultants of such party whose access is necessary to enable such party to exercise its rights hereunder. Each party agrees that prior to disclosing any Proprietary Information of the other party to any consultant, it will obtain from that consultant a written acknowledgment that such consultant will be bound by the same terms as specified in this Section 6 with respect to the Proprietary

(c) Protective Precautions. Licensee agrees to maintain a log of the number and location of all originals and copies of the Belarc software of which it comes into possession. Licensee and Belarc acknowledge that any disclosure to third parties of Proprietary Information may cause immediate and irreparable harm to the owner of the disclosed Proprietary Information; therefore, each party agrees to take all reasonable steps and the same protective precautions to protect the Proprietary Information from disclosure to third parties as with its own

7.1 Term. The term of this Agreement shall commence on the date first set forth above and continue until

7.2 Termination for Breach. Except as otherwise provided herein, (a) if Licensee materially breaches any obligation under Section 3, Belarc may at its sole option terminate this Agreement by written notice effective thirty (30) days following receipt, and (b) if either party materially breaches any other obligation hereunder and fails to fully cure such breach within sixty (60) days after written notice thereof, the other party may at its sole option terminate this Agreement by written notice effective upon receipt.

7.3 Termination for non-payment. Without prejudice to other remedies, Belarc may terminate this

Agreement for default if upon written notice, Licensee fails to make any payment identified as delinquent within ten days.

7.4 Effect of Termination. Upon any termination of this Agreement: (a) Licensee shall immediately remove all Software and Products, (b) discontinue use and distribution of the Software, and (c) Licensee shall immediately return all copies of Software, Products and related documentation to Belarc. Termination of this

Agreement will not affect any rights or duties arising under it with respect to Section 3-Belarc's Intellectual

Any notice required or permitted to be given hereunder shall be in writing and shall be effective upon delivery to the respective address of the relevant recipient party set forth at the head of this Agreement. Invoices and routine communications may be sent by first-class mail, postage prepaid, to such locations or persons as either party may designate in writing from time to time. Either party may change its address for the receipt of notices, requests or other communications hereunder by written notice duly given to the other party. Each party agrees to acknowledge in writing receipt of any notice upon delivery.

9.1 Section Headings. The sections in this Agreement are for convenience only and are in no way to be construed as part of this Agreement nor as a limitation of the scope of the particular sections to which they

9.2 Relationship of Parties. The parties hereto are independent contractors, and nothing contained herein will be deemed or construed to create a joint venture, franchise, partnership, agency or similar relationship between Belarc and Licensee. Neither party has any authority to, and shall not, enter into any agreement or

9.3 Severability. All terms and provisions of this Agreement are severable. Any term or provision of this

Agreement or any application thereof which may be invalid or unenforceable shall be ineffective only to the extent of such prohibitions or unenforceability without affecting the remainder of the Agreement or any other

9.4 Transferability. Licensee is permitted to transfer licenses to other users within the same Department

(Army, Navy, Air Force) and within the same offices of the OSD including Agencies and Field

Activities. Transfers to contractors require prior written consent of Belarc. Transfer or delegation without such consent shall be void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

9.5 Modifications. This Agreement may be modified only by a written instrument duly executed by an authorized officer of the party affected by such modification. No condition, usage of trade, course of dealing or performance, understanding or agreement purporting to amend, modify, vary, explain or supplement the terms or conditions of this Agreement shall be binding unless hereafter made in writing and signed by the

9.6 Waiver. No delay or failure by either party to detect, protest or remedy the failure of the other party to perform any obligation under this Agreement will constitute a waiver of such other party's rights. No waiver of any provision of this Agreement or of any rights or obligations of either party hereunder will be effective

9.7 Limitation of Actions. With the exception of provisions of the Agreement that survive its expiration or termination or relate to violation of the proprietary rights of Belarc, no action, regardless of from, arising out of this Agreement may be brought by either party more than two years after the cause of action has arisen, or, in the case of an action for nonpayment, more than two years after the date the last payment was due.

9.8 No Other Agreement. This License constitutes the entire agreement between the parties relating to the communication relating to the subject matter of this License. If any provision of this License is held to be unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it

Reference Contract No.:____________________

Date:__________________

Name of Product(s): BelManage and optional modules.

License Fees: [enter $ amount and description of licenses for initial purchase]

Term: Perpetual.

Updates and Support: One Year (12 months) of Updates and Support are required with Initial Purchase.

Additional 12 months of Updates and Support can be purchased at 20% of the Gross license fee. Phone support during regular office hours (EST). Email support 7x24. Support includes explanations of proper installation and operation of the product, product capabilities, data captured and the supplied reports; general advice as to how to best make use of the product; and help in resolving operational problems of the product.

Support is provided by knowledgeable technical personnel. Upgrades include all in-version and new version software releases. Updates and Support coverage shall be continuous; each Updates and Support coverage period shall start at the previous expiration date, and cover both the period from expiration to the present (if any) and the period from the present to the end of the new period. Updates and Support periods shall be 12 months or longer.

Other: [Licensee Name] must either allow usage summary statistics to be uploaded to Belarc, Inc.’s web server or to email the BelManage License Validation log file “C:\BelManage\LicenseValidation.log” monthly to

Belarc at count@belarc.com. This is to monitor the number of clients on the BelManage server for licensing

By:______________________________ By:_____________________________

Product License Agreement

Contract No: _______________________

Work, or similar document between Belarc, Inc., a Massachusetts corporation with its principal place of business Two Mill & Main, Suite 520, Maynard, MA 01754 ("Belarc") and the Ordering Activity under GSA

Schedule contracts identified in the Purchase Order, Statement of Work, or similar document ("Licensee").

Belarc develops and licenses Intranet based computer management systems. Licensee desires to use such systems. Therefore in consideration of the promises and mutual covenants set forth in this Agreement and intending to be legally bound, the parties hereto agree as follows:

"Software" means the set of executable computer programs (either object code or source code, if provided), documentation and other material related to the Products. The term "Software" includes all updates, upgrades, maintenance releases, supplementary programs, utilities, tutorials and other software materials that Belarc may

"Products" are listed separately in the appendix to this Agreement - see Product Descriptions. A separate

Product Description will apply to each Product licensed from Belarc under this Agreement. The Product

Description will identify the Product and indicate the License Fees, Term of License, and other conditions for licensing that Product. Each Product Description will refer to this Agreement by Contract Number and will become effective as an integral part of this Agreement upon its execution by both Licensee and Belarc.

Descriptions, attached, a nonexclusive, worldwide right and license for the limited time specified in the

Agreement, to use, execute and display (if applicable) the Products listed in the Product Descriptions on its

2.2 Belarc further grants Licensee a non-exclusive, fully paid up license under its Patents: US6085229A, US8346752B2, US7657499B2, US7353389B2, US8285720B2, US8225409B2, US8161288B2, US8473607B2 and Patents pending. Licensee agrees not to remove any patent or other notices in respect of

Belarc's intellectual property from Software or Products licensed hereunder as provided by Belarc to Licensee.

3.1 Acknowledgment of Rights. Licensee acknowledges that (i) as between Belarc and Licensee, all right, title and interest in and to the Software (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are owned by

Belarc, (ii) this Agreement in no way conveys any right or interest in the Software other than the limited rights and licenses expressly granted herein, (iii) the Software are works protected by the patent and copyright laws of the United States and international treaties, and (iv) Belarc asserts that the Software embody valuable confidential and secret information of Belarc, the development of which required the expenditure of considerable time and money.

3.2 Licensee's Obligations. Except as may be otherwise expressly authorized herein, Licensee shall (i) not alter, reverse engineer, disassemble, decompile, translate any Software or Products, (ii) not alter or modify the executable Software in any respect, (iii) not copy or replicate the database entries in whole or in part, (iv) take all precautions, including secure storage of the media containing copies of the Software, reasonably necessary to prevent unauthorized or improper use or disclosure of the Software, (v) Licensee shall not remove current

3.3 Reserved.

SUBSTANTIALLY IN ACCORDANCE WITH SOFTWARE AND PRODUCTS WRITTEN MATERIALS

ACCOMPANYING IT. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, EXCEPT AS EXPRESSLY

STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED BY

OPERATION OF LAW OR OTHERWISE. BELARC DISCLAIMS THE IMPLIED WARRANTIES OF

(b) The cumulative liability of Belarc for all claims relating to the Product(s) and any services rendered hereunder, in contract, tort, or otherwise, shall not exceed the total amount of all license fees paid to Belarc for the relevant Product(s) or services. In no event shall either party be liable to the other for any consequential, indirect, special, or incidental damages, even if such party has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. 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

(a) Definition of Proprietary Information. For purposes of this Agreement, "Proprietary Information" means

Belarc’s Software and documentation and any complete or partial copies thereof, the concepts, techniques, ideas and know-how embodied and expressed in any computer programs included in the Belarc Software, including the structure, sequence, and organization of such programs and database, Belarc's third-party database structure, any queries issued by Belarc software to any database, any other third-party software licensed with or as part of the Belarc Software, benchmark results, information contained in Belarc's server and client software, and any other information identified as confidential and proprietary information of Belarc

("Belarc Proprietary Information"); provided that, any part of the Belarc Proprietary Information which: (a) is or becomes publicly available through no act or failure of the other party; or (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; or (c) becomes independently available to the other party as a matter of right; or (d) already known to a party without an obligation of confidentiality; or (e) is independently developed without use of the other party's Proprietary

Information; or (f) approved by the party for disclosure; or (h) is required to be disclosed pursuant to the requirement of a government agency or by operation of law subject to prior consultation with the disclosing party's legal counsel shall be excluded.

(b) Limits of Disclosure. Neither party shall, without the other party's prior written consent, disclose, provide, or make available any of the Proprietary Information of the other party in any form to any person, except to bona fide employees, officers, directors, or consultants of such party whose access is necessary to enable such party to exercise its rights hereunder. Each party agrees that prior to disclosing any Proprietary Information of the other party to any consultant, it will obtain from that consultant a written acknowledgment that such consultant will be bound by the same terms as specified in this Section 6 with respect to the Proprietary

(c) Protective Precautions. Licensee agrees to maintain a log of the number and location of all originals and copies of the Belarc software of which it comes into possession. Licensee and Belarc acknowledge that any disclosure to third parties of Proprietary Information may cause immediate and irreparable harm to the owner of the disclosed Proprietary Information; therefore, each party agrees to take all reasonable steps and the same protective precautions to protect the Proprietary Information from disclosure to third parties as with its own proprietary and confidential information. Belarc 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.

7.1 Term. The term of this Agreement shall commence on the date first set forth above and continue until

7.2 Termination for Breach. 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, Belarc 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

7.3 Reserved.

7.4 Effect of Termination. Upon any termination of this Agreement: (a) Licensee shall immediately remove all Software and Products, (b) discontinue use and distribution of the Software, and (c) Licensee shall immediately return all copies of Software, Products and related documentation to Belarc. Termination of this

Agreement will not affect any rights or duties arising under it with respect to Section 3-Belarc's Intellectual

Any notice required or permitted to be given hereunder shall be in writing and shall be effective upon delivery to the respective address of the relevant recipient party set forth at the head of this Agreement. Invoices and routine communications may be sent by first-class mail, postage prepaid, to such locations or persons as either party may designate in writing from time to time. Either party may change its address for the receipt of notices, requests or other communications hereunder by written notice duly given to the other party. Each

9.1 Section Headings. The sections in this Agreement are for convenience only and are in no way to be construed as part of this Agreement nor as a limitation of the scope of the particular sections to which they

9.2 Relationship of Parties. The parties hereto are independent contractors, and nothing contained herein will be deemed or construed to create a joint venture, franchise, partnership, agency or similar relationship between Belarc and Licensee. Neither party has any authority to, and shall not, enter into any agreement or

9.3 Severability. All terms and provisions of this Agreement are severable. Any term or provision of this

Agreement or any application thereof which may be invalid or unenforceable shall be ineffective only to the extent of such prohibitions or unenforceability without affecting the remainder of the Agreement or any other

9.4 Transferability. Licensee shall not (by operation of law or otherwise) assign or transfer its rights or delegate its performance under this Agreement without the prior written consent of Belarc, which consent shall not be unreasonably withheld and any such assignment, transfer or delegation without such consent shall be void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be

9.5 Modifications. This Agreement may be modified only by a written instrument duly executed by an authorized officer of the party affected by such modification. No condition, usage of trade, course of dealing or performance, understanding or agreement purporting to amend, modify, vary, explain or supplement the terms or conditions of this Agreement shall be binding unless hereafter made in writing and signed by the

9.6 Waiver. No delay or failure by either party to detect, protest or remedy the failure of the other party to perform any obligation under this Agreement will constitute a waiver of such other party's rights. No waiver of any provision of this Agreement or of any rights or obligations of either party hereunder will be effective

9.7 Limitation of Actions. With the exception of provisions of the Agreement that survive its expiration or termination or relate to violation of the proprietary rights of Belarc, no action, regardless of from, arising out of this Agreement may be brought by either party more than six years after the cause of action has arisen, or, in the case of an action for nonpayment, more than six years after the date the last payment was due.

the need for protection of Belarc's proprietary rights in its intellectual property, and the impracticality of determining the protection for such rights under the laws of many different jurisdictions, this Agreement shall be construed, interpreted and enforced in accordance with the Federal laws of theUnited States.

9.9 No Other Agreement. This License constitutes the entire agreement between the parties relating to the communication relating to the subject matter of this License. If any provision of this License is held to be unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it

LICENSEE: (print name) BELARC, INC.

Reference Contract No.: _____________________

Date:__________________

Name of Product(s):

License Fees: [enter $ amount and description of licenses for initial purchase], per year.

Term: Minimum one year. First year end date: __________________

Updates and Support: Included with the SaaS contract.

Subscription License Agreement

Contract No: _____________________

Work, or similar document between Belarc, Inc., a Massachusetts corporation with its principal place of business

Two Mill & Main, Suite 520, Maynard, MA 01754 ("Belarc") and the Ordering Activity under GSA Schedule contracts identified in the Purchase Order, Statement of Work, or similar document ("Licensee").

Belarc develops and licenses Intranet based computer management systems. Licensee desires to use such systems. Therefore in consideration of the promises and mutual covenants set forth in this Agreement and intending to be legally bound, the parties hereto agree as follows:

"Software" means the set of executable computer programs (either object code or source code, if provided), documentation and other material related to the Products. The term "Software" includes all updates, upgrades, maintenance releases, supplementary programs, utilities, tutorials and other software materials that Belarc may

"Products" are listed separately in the appendix to this Agreement - see Product Descriptions. A separate

Product Description will apply to each Product licensed from Belarc under this Agreement. The Product

Description will identify the Product and indicate the License Fees, Term of License, and other conditions for licensing that Product. Each Product Description will refer to this Agreement by Contract Number and will become effective as an integral part of this Agreement upon its execution by both Licensee and Belarc.

Descriptions, attached, a nonexclusive, worldwide right and license for the limited time specified in the

Agreement, to use, execute and display (if applicable) the Products listed in the Product Descriptions on its

2.2 Belarc further grants Licensee a non-exclusive, fully paid up license under its U. S. Patent No. 5,665,951, issued September 9, 1997, entitled "Customer Indicia Storage And Utilization System," with the right to sub-license, for the purpose of and limited to the carrying out of other licenses granted herein, and for the duration of other licenses granted herein. Licensee agrees not to remove any patent or other notices in respect of Belarc's intellectual property from Software or Products licensed hereunder as provided by Belarc to Licensee.

3.1 Acknowledgment of Rights. Licensee acknowledges that (i) as between Belarc and Licensee, all right, title and interest in and to the Software (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are owned by

Belarc, (ii) this Agreement in no way conveys any right or interest in the Software other than the limited rights and licenses expressly granted herein, (iii) the

Software are works protected by the patent and copyright laws of the United States and international treaties, and (iv) Belarc asserts that the Software embody valuable confidential and secret information of…