MAS - Apex Logic Inc. - 47QTCA22D00A2

Apex Logic Proprietary

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA

Advantage!®, a menu-driven database system. The INTERNET address GSA

Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule FSC Group: Information Technology FSC Class: IT Services

Contract number: 47QTCA22D00A2

For more information on ordering from Federal Supply Schedules go to the GSA

Schedules page at GSA.gov.

Contract period: June 29, 2022 – June 28, 2027

Price List current as of Modification #PS023, effective 04 November 2025

Apex Logic Inc

885 Tahoe Blvd. Suite 9, Incline Village, NV 89451 http://www.apexlogic.com/

Contract Administration Point of Contact:

Jennifer Dehnadi

(301) 657-4444 jdehnadi@apexlogic.com

Business size: Small Business

Prices Shown Herein are Net (discount deducted) http://www.apexlogic.com/ mailto:jdehnadi@apexlogic.com http://www.apexlogic.com/ mailto:jdehnadi@apexlogic.com

CUSTOMER INFORMATION

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

SINs Recovery SIN Title

54151S 54151SRC Information Technology Professional Services

54151-ECOM 54151-ECOM Electronic Commerce and Subscription Services

518210C 518210C Cloud Computing and cloud-related IT Professional Services

OLM OLMRC Order-Level Materials (OLM’s)

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price.

Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply.

Refer to GSA Pricing Section

1c. Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility, and education for those types of employees or subcontractors who will perform services is provided. Refer to GSA Pricing Section

2. Maximum order: $500,000 SIN 54151S

$500,000 SIN 54151ECOM

$500,000 SIN 518210C

$250,000 OLM

3. Minimum order: $100

4. Geographic coverage (delivery area). Worldwide

5. Point(s) of production (city, county, and State or foreign country). Incline Village, NV USA

6. Discount from list prices or statement of net price. Government Net Prices (discounts already deducted.)

7. Quantity discounts 1% of Orders over $350,000 for SIN54151S and 518210C

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

9. Foreign items (list items by country of origin). Not Applicable

10a. Time of delivery. (Contractor insert number of days.) Contact Contractor

10b. Expedited Delivery. Items available for expedited delivery are noted in this price list. Contact

Contractor

10c. Overnight and 2-day delivery. Contact Contractor

10d. Urgent Requirements. Contact Contractor

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

12a. Ordering address(es). 885 Tahoe Blvd. Suite 9, Incline Village, NV 89451

12b. Ordering procedures: For supplies and services, the ordering procedures, and information on

Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405 -3.

13. Payment address(es). 885 Tahoe Blvd. Suite 9, Incline Village, NV 89451

14. Warranty provision. Not Applicable

15. Export packing charges, if applicable. Not Applicable

16. Terms and conditions of rental, maintenance, and repair (if applicable). Not Applicable

17. Terms and conditions of installation (if applicable). Not Applicable

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). Not Applicable

18b. Terms and conditions for any other services (if applicable). Not Applicable

19. List of service and distribution points (if applicable). Not Applicable

20. List of participating dealers (if applicable). Not Applicable

21. Preventive maintenance (if applicable). Not Applicable

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

22b. If applicable, indicate that Section 508 compliance information is available on Electronic and

Information Technology (EIT) supplies and services and show where full details can be found (e.g.

contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov/.

Not Applicable

23. Unique Entity Identification (UEI) number. N1FXKRFNDN37

24. Notification regarding registration in System for Award Management (SAM) database. Contractor is registered and active in SAM.gov.

Service Contract Labor Standards: The Service Contract Labor Standards (SCLS), formerly known as the

Service Contract Act (SCA), is applicable to this contract as it applies to the entire Multiple Award

Schedule (MAS) and all services provided. While no specific labor categories have been identified as being subject to SCLS/SCA due to exemptions for professional employees (FAR 22.1101, 22.1102 and

29 CRF 541.300), this contract still maintains the provisions and protections for SCLS/SCA eligible labor categories. If and / or when the contractor adds SCLS/SCA labor categories to the contract through the modification process, the contractor must inform the Contracting Officer and establish a SCLS/SCA matrix identifying the GSA labor category titles, the occupational code, SCLS/SCA labor category titles and the applicable WD number. Failure to do so may result in cancellation of the contract.

http://www.section508.gov/ http://www.section508.gov/

Apex Proprietary

Public

Apex Logic, Inc. End User License Agreement (GSA EULA)

END USER LICENSE AGREEMENT FOR SYMPHONY PLATFORM, AND/OR

ANALYTIC PRODUCTS

This United States Government End User License Agreement (EULA) hereafter referred to as “this Agreement” is an agreement between the Ordering Activity under GSA Schedule contracts identified in the Order (USG)(Licensee) and the Contractor (Licensor). The EULA is incorporated into the Licensor’s contract/Delivery Order (“the contract”) and is legally binding on the parties.

APEX LOGIC, INC. ("APEX") IS WILLING TO LICENSE THE LICENSED MATERIAL TO

YOU OR THE BUSINESS ENTITY YOU REPRESENT (“LICENSEE”) UPON THE

CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED IN THIS

END USER LICENSE AGREEMENT (“AGREEMENT”). BY EXECUTING A WRITTEN

ORDER FOR THE LICENSED MATERIAL, YOU ARE BINDING YOURSELF AND THE

BUSINESS ENTITY THAT YOU REPRESENT TO THE TERMS OF THIS AGREEMENT.

IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN

APEX IS UNWILLING TO LICENSE THE LICENSED MATERIAL TO LICENSEE AND (A)

LICENSEE MAY NOT DOWNLOAD, INSTALL OR USE THE LICENSED MATERIAL, AND

(B) LICENSEE MAY RETURN THE LICENSED MATERIAL AND ANY WRITTEN

MATERIAL(S) TO THE PLACE OF PURCHASE FOR A FULL REFUND, OR, IF THE

LICENSED MATERIAL AND WRITTEN MATERIALS ARE SUPPLIED AS PART OF

ANOTHER PRODUCT, LICENSEE MAY RETURN THE ENTIRE PRODUCT TO THE

PLACE OF PURCHASE FOR A FULL REFUND. LICENSEE’S RIGHT TO RETURN AND

REFUND EXPIRES 60 DAYS AFTER PURCHASE FROM LICENSOR AND APPLIES

ONLY IF LICENSEE IS THE ORIGINAL END USER PURCHASER.

1. DEFINITIONS.

(a) "Agency” means the lower subset of U.S. government department at the command or office level.

(b) “Licensor” means Apex Logic, Inc.

(c) “Licensee” means the entity identified as Licensee in the Licensee Information.

(d) “Licensed Material” means the data, metadata, and products provided by the Licensor that are delivered or otherwise made available for the Licensee’s use as set forth in this Agreement. This term strictly applies to the forms, formats, and other supporting data as received by the Licensee.

(e) “Licensed User” means an authorized recipient and end user of Licensed Material according to Section 3 of this Agreement.

(f) “Licensed Territory” means the world, excluding only those countries where United States law prohibits use of the Licensed Software.

(g) “Derived Product” means a work that is created when a Licensed User exploits Licensed Material in a manner that irreversibly modifies and uncouples the work from its source, such that extraction of the principal features and characteristics of the source Licensed Material is impracticable. Derived Products are not considered Licensed Material.

(h) “Share” or “Sharing” means the physical or electronic transfer of Licensed Material to a Licensed User.

(i) “Third-Party” means any organization or party that is not listed as a Licensed User in Section 3 of this

Agreement.

(j) “Government Purpose(s)" means for the benefit of the USG. Government Purpose is subject to the limitations set forth in Section 4. Government Purpose ceases upon conclusion of the specific program, mission, or requirements.

(k) “National Security Purpose” means for U.S. National Security use. National Security Purpose is subject to the limitations set forth in Section 4. National Security Purpose ceases upon conclusion of the specific program, mission, or requirements.

2. LICENSE. Conditioned upon compliance with the terms and conditions of the Agreement, Apex grants you a perpetual, non-exclusive, non-transferable, irrevocable worldwide license to the Licensed Materials as set forth below:

a. License purchased rights for Licensed Materials are in perpetuity.

b. Licensed Users may generate and Share unlimited hardcopies and softcopies of the Licensed

Materials in accordance with Section 3.

c. Licensed Users may not create any Derived Products from the Licensed Materials and Share such products without restriction except as set forth herein in Section 4.

3. LICENSE GRANTS BY TYPE. Apex grants you the following license based on the corresponding license type you have in effect at the time and subject to the restrictions further defined below:

(a) For USG Type-0, we grant you the following Ordering Agency license for the purchase of Licensed

Materials, which allows for unlimited Sharing to Licensed Users as described herein:

i. Licensed Materials are shareable within your specific Agency for your internal use only.

ii. Licensed Materials are shareable with contractors and/or grant recipients for the purpose of executing their contracts with you, solely in support of your internal Government Purpose and without further Sharing by those contractors or grant recipients.

iii. We do not otherwise authorize any Sharing outside your specific Agency.

(b) For USG-Type 1, we grant you the following National Security license for the purchase of Licensed

Materials, which allows for unlimited Sharing to Licensed Users as described herein:

i. Licensed Materials are shareable across all entities defined under Title 10 U.S.C. and/or Title 50

U.S.C. and the United States Coast Guard (USCG).

ii. Licensed Materials are shareable with the Executive Office of the President, members of Congress, and Congressional staff involved in the oversight of the entities identified in the preceding clause (b)(i).

iii. Licensed Materials are shareable with contractors and/or grant recipients supporting entities identified in the preceding clauses (b)(i) and (ii) for the purpose of executing their USG contracts.

(c) For USG-Type 2, we grant you the following National Security Plus license for the purchase of

Licensed Materials, which allows for unlimited sharing to Licensed Users as described herein:

i. Licensed Materials are shareable across all entities defined under Title 10 U.S.C. and/or Title 50

U.S.C. and the United States Coast Guard (USCG).

ii. Licensed Materials are shareable with the Executive Office of the President, members of

Congress, and Congressional staff involved in the oversight of the entities identified in the preceding clause c(i).

iii. Licensed Materials are shareable with the US Department of State.

iv. Licensed Materials are shareable with foreign governments and inter-governmental entities, and international defense and coalition partners for the National Security Purpose.

v. Licensed Materials are shareable with contractors and/or grant recipients supporting entities identified in the preceding clauses (c)(i)-(iv) for the purpose of executing their contracts.

d) For USG-Type 3, we grant you the following USG license for the purchase of Licensed Materials, which allows for unlimited sharing to Licensed Users as described herein:

i. Licensed Materials are shareable across all portions of the USG defined under Title 5 U.S.C. 101-105.

ii. Licensed Materials are shareable with the Executive Office of the President, members of Congress, and Congressional staff involved in the oversight of the entities identified in the preceding clause (d)(i).

iii. Licensed Materials are shareable with state and local governments, territories, and tribal authorities within the U.S. for Government Purposes.

iv. Licensed Materials are shareable with non-governmental organizations and/or non-profit organizations working for the purpose of entities found in the preceding clauses (d)(i)-(iii).

v. Licensed Materials are shareable with contractors and/or grant recipients supporting entities identified in the preceding clauses (d)(i)-(iv) for the purpose of executing their USG contracts.

(e) For USG-Type 4, we grant you the following USG Plus license for the purchase of Licensed

Materials, which allows for unlimited sharing to Licensed Users as described herein:

i. Licensed Materials are shareable with all portions of the USG defined under Title 5 U.S.C. 101-105.

ii. Licensed Materials are shareable with the Executive Office of the President, members of Congress, and Congressional staff involved in the oversight of the entities identified in the preceding clause (e)(i).

iii. Licensed Materials are shareable with foreign governments, inter-governmental entities, and international defense and coalition partners for Government Purposes.

iv. Licensed Materials are shareable with state and local governments, territories, and tribal authorities within the U.S. for Government Purposes.

v. Licensed Materials are shareable with non-governmental organizations and/or non-profit organizations working for the purpose of entities found in the preceding clauses (e)(i)-(iv).

vi. Licensed Materials are shareable with contractors and/or grant recipients supporting entities identified in the preceding clauses (e)(i)-(v) solely for the purpose of executing their contracts.

4. LICENSE RESTRICTIONS. With respect to each of the license grants in Section 3, we grant you and all

Licensed Users the rights to Share Licensed Materials subject to the following restrictions:

(a) You and all Licensed Users will provide reasonable efforts to avoid providing copies of or access to the Licensed Materials beyond what is necessary for the fulfillment of the National Security Purpose. You will notify us upon awareness of any issues. You and we will collaborate and coordinate regarding any concern.

(b) You and all Licensed Users will provide reasonable efforts to avoid making the Licensed Materials available under any open source license or agreement to any Third Party or use the Licensed Materials in a manner that would subject the Licensed Materials to become subject to any open source license except where stated herein.

You will notify us upon awareness of any issues. You and we will collaborate and coordinate regarding any concern.

(c) You and all Licensed Users will provide reasonable efforts to avoid allowing the Licensed Materials to be made available to any Third Party for any commercial or revenue generating purpose except where stated herein. You will notify us upon awareness of any issues. You and we will collaborate and coordinate regarding any concern.

(d) You and all Licensed Users will provide reasonable efforts to avoid providing copies of or access to the Licensed Materials to a Third Party for their own use, apart from supporting the applicable USG contract, except where stated herein. You will notify us upon awareness of any issues. You and we will collaborate and coordinate regarding any concern.

(e) You and all Licensed Users will provide reasonable efforts to avoid allowing a Third Party to disclose or Share the Licensed Materials with another Third Party (or the public), either publicly or privately, except where stated herein. The USG will notify the Licensor upon awareness of any issues. You and we will collaborate and coordinate regarding any concern.

(f) You and all Licensed Users may not place the Licensed Materials, or allow the Licensed Materials to be placed, into the public domain or otherwise be publicly Shared (e.g., public websites) except where stated herein.

(g) You and all Licensed Users will provide reasonable efforts to not allow you, all Licensed Users, or any Third Parties (a) to place Digital Elevation Model(s) (DEMs) derived from Licensed materials into the public domain or otherwise be publicly Shared (e.g., public websites) except where stated herein or concurred with or by us (b) to sell or otherwise disseminate any DEM derived from Licensed Materials for revenue generating purposes, except where stated herein or concurred with or by us. DEMs created by Licensed Users from Licensed Materials may only be used for Government Purposes.

(h) You and all Licensed Users will provide reasonable efforts for oversight and control of the use of the Licensed Materials. You will notify us upon awareness of any issues. You and we will collaborate and coordinate regarding any concern.

5. GENERAL LIMITATIONS. Licensee may install and use the Licensed Material on a single computer, install and store the Licensed Material on a storage device, such as a network server, install the Licensed Material on Licensee’s other computers over an internal network, or install on a third party internet- based network server for use within the Scope, provided Licensee has purchased the appropriate license and adheres to the terms and conditions herein. Other than as specifically set forth herein, you may not make or distribute copies of the Licensed Material, use the Licensed Material for commercial network services, time sharing or remote processing services, or provide unlicensed end users with access to the Licensed Material.

Licensee must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Licensed Material.

This is a license, not a transfer of title to the Licensed Materials, and Apex and/or its licensors retain ownership of all copies of the Licensed Materials. Licensee acknowledges that the Licensed Materials contain trade secrets, proprietary, or confidential information of Apex or its suppliers or licensors, which includes but is not limited to the specific internal design and structure of individual programs and associated interface information. Except as otherwise expressly provided under the Agreement, Licensee shall have no right, and specifically agrees not to:

(i) rent, lease, loan, sell, transfer, assign or sublicense its license rights to any other person or entity (other than in compliance with any Apex relicensing/transfer policy then in force), and Licensee acknowledges that any attempted transfer, assignment, sublicense or use shall be void;

(ii) make error corrections to or otherwise modify, alter or adapt the Licensed Materials or create derivative works based upon the Licensed Materials, or permit third parties to do the same;

(iii) translate, decipher, reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Licensed Materials to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction:

(iv) use or permit the Licensed Materials to be used to perform services for third parties, whether on a service bureau or time-sharing basis or otherwise, without the express written authorization of Apex;

(v) disclose, provide, or otherwise make available trade secrets, proprietary or confidential information contained within the Licensed Materials in any form to any third party without the prior written consent of Apex unless otherwise required by applicable law or court order. Licensee shall implement reasonable security measures to protect such trade secrets, proprietary or confidential information.

(vi) use more licenses at any given time than the total quantity authorized by Licensees.

6. U.S. GOVERNMENT END USER PURCHASERS. The Licensed Materials qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202- 4, and notwithstanding any other FAR or other contractual clause to the contrary in any contract into which this Agreement may be incorporated, Government end user will acquire the Licensed Material with only those rights set forth in this Agreement. Use of the Licensed Material constitutes agreement by the Government that the Licensed Material is “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.

7. LIMITED WARRANTY. Apex warrants that the Licensed Materials will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with Licensed Materials written materials accompanying it.

Except as expressly set forth in the foregoing, Apex, disclaims all other warranties kind, whether express or implied, relating to the Licensed Materials, including: any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement; and (b) any warranty arising out of course of dealing, usage, or trade. We do not warrant that the Licensed Materials will be uninterrupted or free of errors. Upon notification, corrective action will be taken in accordance with the contract or purchase order.

You will notify us in writing within twenty-one (21) calendar days after the date of delivery if Licensed Material does not conform to the stated specifications.

8. THIRD PARTY AND LICENSED MATERIALS. PORTIONS OF THE LICENSED MATERIALS MAY

INCLUDE COPYRIGHTED THIRD PARTY SOFTWARE PROVIDED

UNDER LICENSE. Such third party software may include "free" or "open source" software licensed under separate terms from this EULA ("Open Source Software"). Such Open Source

Software is distributed WITHOUT ANY WARRANTY, without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. APEX is not obligated to provide any warranty, maintenance, technical or other support for the Open Source Software or its use in the Licensed Materials. Attributions and license terms for third party and Open Source Software are available in the source folder of the software installation, the “Help/Legal” directory located within the software Where applicable, source code for Open Source software is also provided in the source folder of the software installation.

9. DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE ACCURACY OF

INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE

PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE

EXPRESSLY DISCLAIMED BY APEX, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED

WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS

WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN

IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS ITS ESSENTIAL PURPOSE.

DISCLAIMER OF LIABILITIES - LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, ALL LIABILITY OF APEX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO LICENSEE, WHETHER IN

CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY LICENSEE TO APEX OR ITS AUTHORIZED RESELLER FOR THE LICENSED MATERIAL THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY FOR LICENSED MATERIAL IS CUMULATIVE AND NOT PER INCIDENT (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT). IN NO EVENT WILL APEX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE FOR ANY LOST REVENUE, LOST PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, COST TO COVER OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED MATERIAL, EVEN IF, IN EACH CASE, APEX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT

ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE

LIMITATION MAY NOT FULLY APPLY TO LICENSEE. 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.

10. INDEMNITY. Apex shall have the right to intervene to defend or settle at its expense a claim or suit against Licensee arising out of or in connection with an assertion that the Licensed Material infringes any U.S. copyright or U.S.

registered patent. Apex shall indemnify and hold Licensee harmless from and against the damages, costs and expenses (including, without limitation, reasonable legal and expert witness fees), if any, finally awarded in such suit or the amount of the settlement thereof, provided that Apex is notified in writing of the existence of such claim by Licensee within five (5) business days of Licensee’s first learning of the same, and provided that Apex is given authority to control the defense, cost and settlement of the claim. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516. Apex will not be obligated to defend or otherwise indemnify Licensee in any lawsuit or as to any claim which arises from or relates to: (1) any combination of the Licensed Material with another product not supplied by Apex; (2) if such a claim is based upon use of the Licensed Material for purposes for which it was not designed; or (3) if the Licensed Material has been modified by any party other than Apex. In lieu of the foregoing indemnification obligations, Apex shall have the option, at its expense, either to procure for Licensee the right to continue using the Licensed Material or to replace or modify the Licensed Material so that it becomes non-infringing, or to refund to Licensee the amount actually paid by the Licensee for the Licensed Material.

11. EXPORT RESTRICTIONS. The Licensed Material is subject to export controls under the laws and regulations of the United States of America, including but not limited to the U.S. Export Administration Regulations and U.S.

Department of the Treasury, Office of Foreign Assets Control, and may be subject to additional export and import regulations of the country in which the Licensed Material is obtained. You agree that you will comply with all applicable laws and regulations governing the export, import, reexport, transfer and use, and that you have the responsibility to obtain any required authorization from the appropriate authority. If Apex receives notice that You are or You become identified as a sanctioned or restricted party under applicable law, then Apex will not be obligated to perform any of its obligations under this Agreement if such performance would result in violation of the sanctions or restrictions.

12. PROPRIETARY NOTICES. Licensee agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Licensed Material in the same form and manner that such copyright and other proprietary notices are included on the Licensed Material. Except as expressly authorized in the Agreement, Licensee shall not make any copies or duplicates of any Licensed Material without the prior written permission of Apex.

13. WAIVER. The failure of Apex to insist on the performance of any of the terms or conditions of this Agreement or to exercise any right hereunder shall not be a waiver of such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under this Agreement.

14. MODIFICATION OF TERMS AND CONDITIONS. No terms and conditions other than those stated herein, and no modification of these terms or conditions, shall be binding on Apex without Apex’s written consent.

15. TERM AND TERMINATION. The Agreement and the license granted herein shall remain effective until terminated. Licensee may terminate the Agreement and the license at any time by destroying all copies of Licensed Material. 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, Apex 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. Upon termination, Licensee shall destroy all copies of Licensed Material in its possession or control. All confidentiality obligations of Licensee and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement.

16. LICENSEE RECORDS. Licensee grants to Apex and its independent accountants subject to Government security requirements and no more than once in an annual period the right to examine Licensee’s books, records and accounts during Licensee’s normal business hours to verify compliance of with this Agreement as it relates to the Licensed Material. In the event such audit discloses non-compliance with this Agreement, Licensee shall promptly pay to Apex the appropriate license fees.

17. GOVERNING LAW. The Agreement shall be governed as follows:

1. For commercial entities, the laws of The State of Delaware without regard to its choice of law rules.

For U.S. state and local governments and/or higher education schools governed by state laws, contracts shall be governed by the laws of the state in which they are located without reference to conflict of laws principles.

2. For the U.S. Government, contracts shall be governed by U.S. federal laws.

Contracts will not be governed by the United Nations Convention on Contracts for International Sale of Goods; this application is expressly excluded.

18. GENERAL PROVISIONS. If any part of the Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which will remain valid and enforceable according to its terms. This Agreement may only be modified by writing signed by an authorized officer of Apex. The English version of this agreement will be the version used when interpreting or construing this Agreement.

19. NOTICE. Any notice relating to the Agreement should be sent by personal delivery or U.S. certified mail (return receipt requested) to the address provided below and will be effective upon receipt:

Apex Logic, Inc., ATTN: Contracts Department

885 Tahoe Blvd. Suite 9, Incline Village, NV 89451

*********************** END OF EULA************************