Federal Supply Schedule 47QTCA23D00AJ

FEDERAL ACQUISITION 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!®. The INTERNET address GSA Advantage!® is:

https://www.GSAAdvantage.gov.

For more information on ordering go to the following website: https://www.gsa.gov/schedules.

GSA Multiple Award Schedule

FSC Groups: Information Technology; Professional Services

Net Results Group, LLC 613 Indian Ridge Road Louisville, KY 40207 Phone: 502-365-5015 https://www.netresultsgroup.com

Contact for Contract Administration: Lance Gilbert Office: 502-365-5015 x-115 ~ Cell: 502-533-7562 lgilbert@netresultsgroup.com

Business Size:

Small Business ~ Small Disadvantaged Business

Contract Number: 47QTCA23D00AJ Base Period: June 29, 2023, through June 28, 2028

The government has the option of exercising 3 Option Periods of 5 years apiece.

Note: This contract features Cooperative Purchasing. This means that state and local governments are authorized users for some services and products. For further information, click on the following hyperlink:

https://www.gsa.gov/buying-selling/purchasing-programs/gsa-schedules/schedule-buyers/state-and-local-governments mailto:lgilbert@netresultsgroup.com https://www.gsa.gov/buying-selling/purchasing-programs/gsa-schedules/schedule-buyers/state-and-local-governments https://www.gsa.gov/buying-selling/purchasing-programs/gsa-schedules/schedule-buyers/state-and-local-governments

Contents

Customer Information

Scope of our GSA Contract

SIN 541614SVC, Supply and Value Chain Management

SIN 54151S, Information Technology Professional Services

SIN 511210, Software Licenses

SIN OLM, Order-Level Materials

Labor Category Descriptions

Descriptions of Fixed Price Services

Description of MRO3i Software

Pricing

Professional Labor

Fixed Price Services

Software Licenses

Appendix A: Enterprise License Agreement for MRO3i Software

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

SIN 541614SVC, Supply and Value Chain Management

SIN 54151S, Professional IT Services

SIN 511210, Software Licenses

SIN OLM, Order-Level Materials (OLMs)

1b. Pricing.

See “Pricing” section of this document.

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item.

See “Labor Category Descriptions” section of this document for descriptions of labor categories.

2. Maximum order.

SINs 54151S, 511210: $500,000; SIN 541614SVC: $1,000,000; SIN OLM: $250,000.

Note: The amount shown for each SIN is not a limit on the size of any task order. The contractor may honor orders exceeding these amounts in accordance with Clause 52.216-19.

3. Minimum order.

$100

4. Geographic coverage (delivery area).

Domestic.

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

Glenview, KY (Jefferson County)

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

Government net prices (discounts already deducted). See “Pricing” section.

7. Quantity discounts.

Net Results Group is offering the following discounts for software purchases (SIN 511210).

Length of Term

# of User Licenses 12 Months 36 Months 5 Licenses No Quantity Discount 18%

6 - 10 Licenses 13% 30%

10 - 25 Licenses 24% 38%

26 - 50 Licenses 33% 45%

51-99 Licenses 45% 56%

>=100 Licenses 58% 65%

There are no Quantity Discounts for professional services.

8. Prompt payment terms.

None.

9. Foreign items (list items by country of origin).

None.

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

As specified in Task Orders.

10b. Expedited Delivery.

N/A.

10c. Overnight and 2-day delivery.

Overnight and 2-day delivery is available for reports and other deliverables. Contact the contractor for rates.

10d. Urgent Requirements.

Please note that the contract includes clause I-FSS-140-B (URGENT REQUIREMENTS). Agencies can contact the contractor’s representative to effect a faster delivery.

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

Destination.

12a. Ordering address(es).

Net Results Group, LLC

613 Indian Ridge Road

Louisville, KY 40207

Phone: 502-365-5015 https://www.netresultsgroup.com

E-mail: lgilbert@netresultsgroup.com

12b. Ordering procedures.

See Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address(es).

Same as ordering address.

14. Warranty provision.

Standard Commercial Warranty in accordance with FAR 52.212-4 and GSAR 552.246-73.

15. Export packing charges, if applicable.

N/A

16. Terms and conditions of rental, maintenance, and repair (if applicable).

N/A

17. Terms and conditions of installation (if applicable).

N/A https://www.netresultsgroup.com/ mailto:lgilbert@netresultsgroup.com

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable).

N/A

18b. Terms and conditions for any other services (if applicable).

N/A

19. List of service and distribution points (if applicable).

N/A

20. List of participating dealers (if applicable).

N/A

21. Preventive maintenance (if applicable).

N/A

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants).

None

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/.

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

23. Unique Entity Identifier.

ZCTEPTD46MB4

24. Notification regarding registration in the System for Award Management (SAM).

Net Results Group is registered in SAM.

http://www.section508.gov/

Scope of our GSA Contract SIN 541614SVC, Supply and Value Chain Management

Includes supply and value chain management, which involves all phases of the planning, acquisition, and management of logistics systems.

NOTE: GSA allows state and local agencies to order these services from Net Results Group under this SIN in the event of a public health emergency or in certain other circumstances.

SIN 54151S, Information Technology Professional Services

IT Professional Services and/or labor categories for database planning and design; systems analysis, integration, and design; programming, conversion, and implementation support; network services, data/records management, and testing.

NOTE: Subject to Cooperative Purchasing. This means GSA allows state and local agencies to order these services under this contract from Net Results Group at all times.

SIN 511210, Software Licenses

Includes both term and perpetual software licenses and maintenance.

NOTE: Subject to Cooperative Purchasing. This means GSA allows state and local agencies to place orders with Net Results Group for software licenses listed in this contract at all times.

SIN OLM, Order-Level Materials

Order-Level Materials (OLMs) are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Federal Supply Schedule (FSS) contract or FSS blanket purchase agreement (BPA). OLMs are not defined, priced, or awarded at the FSS contract level. They are unknown before a task or delivery order is placed against the FSS contract or FSS

BPA. OLMs are only authorized for inclusion at the order level under a Time-and-Materials (T&M) or Labor-Hour (LH) Contract Line Item Number (CLIN) and are subject to a Not to Exceed (NTE) ceiling price. OLMs include direct materials, subcontracts for supplies and incidental services for which there is not a labor category specified in the FSS contract, other direct costs, and indirect costs. OLMs are purchased under the authority of the FSS Program and are not "open market items."

Items awarded under ancillary supplies/services or other direct cost (ODC) SINs are not OLMs.

These items are defined, priced, and awarded at the FSS contract level, whereas OLMs are unknown before an order is placed. Ancillary supplies/services and ODC SINs are for use under all order type

CLINs (Fixed-Price (FP), T&M, and LH), whereas the Order-Level Materials SIN is only authorized for use under T&M and LH order CLINs.

The Order-Level Materials SIN is only authorized for use in direct support of another awarded SIN.

Price analysis for OLMs is not conducted when awarding the FSS contract or FSS BPA; therefore, GSAR 538.270 and 538.271 do not apply to OLMs. OLMs are defined and priced at the ordering activity level in accordance with GSAR clause 552.238-82 Special Ordering Procedures for the

Acquisition of Order-Level Materials. Prices for items provided under the Order-Level Materials

SIN must be inclusive of the Industrial Funding Fee (IFF). The cumulative value of OLMs in an individual task or delivery order cannot exceed 33.33% of the total value of the order.

NOTE: GSA allows state and local agencies to order these services from Net Results Group under this SIN for work in support of services under any of the SINs listed above.

Labor Category Descriptions

Project Manager

Functional Responsibilities

Organizes, directs, and coordinates the planning and execution of all activities associated with the assigned deliverables for management consulting, logistics, and IT projects within the assigned timeframe. Responsible for specific task order(s) and accountable for accomplishing the stated objectives. Ensures compliance with government or commercial client directives. Provides leadership on assignments, making sure they are completed as directed and that any discrepancies are resolved in a timely manner. Schedules and assigns duties to subordinates.

Minimum Required Education

Bachelors

Minimum Required Years of Experience

Field Supervisor

Functional Responsibilities

Works primarily on site at customer locations to manage the field workers that identify, quantify, and characterize condition of parts, supplies, equipment and to identify discrepancies in current records. Also responsible to identify more efficiencies for field work processes and re-align workers to be more efficient. Prepares detailed field reports using approved templates.

Minimum Required Education

Bachelors

Minimum Required Years of Experience

Field Worker

Functional Responsibilities

Works primarily on site at customer locations to identify, quantify, and characterize condition of parts, supplies, equipment and to identify discrepancies in current records.

Performs inventory routine counts, validates locations, researches and request adjustments for any variances, and resolves errors in customer’s current records. Reports to the Field

Supervisor.

Minimum Required Education

Associate Degree

Minimum Required Years of Experience

Data Expert & QC

Functional Responsibilities

Professionals who are responsible for improving the quality of data following specified taxonomies to ensure standardized process. Work requires manual review and cleansing of data, and quality control process to oversee and review completed work. Data experts often work remotely on customer data which is obtained through a download from the customer's system of record.

Minimum Required Education

Bachelors

Minimum Required Years of Experience

Systems Analyst

Functional Responsibilities

Takes a lead role in formulating and defining scope and objectives for developing new applications or enhancing or customizing existing applications. Applies multi-discipline experience in logistics and business process engineering to devise or modify procedures and approaches to solve complex problems considering computer equipment capacity and limitations, operating time, and form of desired results. Prepares detailed requirements from which system functional design specifications will be developed and designed. This includes interaction with clients to ensure design and implementation is aligning with project requirements.

Minimum Required Education

Bachelors

Minimum Required Years of Experience

Programmer

Functional Responsibilities

Has technical knowledge and responsibility for all phases of applications systems analysis and programming for software and systems development tasks. Enhances software to reduce operating time or improve efficiency. Provides technical direction to programmers to ensure program deadlines are met. Applies direct knowledge and experience in software engineering, design methods, development tools and common application languages and/or is highly skilled in database design or data warehouse design. Participates in all phases of application development with emphasis on planning, analysis, coding, testing, integration, and documentation.

Minimum Required Education

Bachelors

Minimum Required Years of Experience

Labor Category Substitution Factors (applicable to all labor categories)

Substitution of Education for Experience:

▪ A Bachelor’s Degree may be substituted for four years of experience for those categories that require an Associate Degree.

▪ A Master's Degree may be substituted for three years of general and specialized experience for those labor categories that require a Bachelor’s Degree.

▪ A Master's Degree may be substituted for two years of experience for those labor categories that require a Bachelor’s Degree.

Substitution of Experience for Education: -

▪ High School diploma plus 2 additional years of experience = Associate Degree.

▪ High School diploma plus 4 additional years of experience = Bachelor’s Degree.

▪ Associate Degree plus 2 additional years of experience = Bachelor’s Degree.

▪ High School Diploma plus 8 years of experience additional = Master's Degree.

▪ Bachelor’s Degree plus 2 additional years of experience = Master's Degree.

Descriptions of Fixed Price Services

Serivice Title: Remote Data Cleansing and Standardization

Description of Service

In providing this service, Net Results Group applies expertise in supply and value chain management by assigning MRO item records from a customer's item master to a specific taxonomy (noun/modifier template) and cleansing all the data elements to ensure that standards are met and maintained. This service improves supply and value chain management and provides the customer with a much-improved way of organizing and tracking the logistics of their warehouses, stockrooms, storage facilities and depots. The service involves identifying deficiencies within their supply chain system and providing modern technology with robust taxonomy and reporting, along with supply chain insights.

This focuses on the specialized inventory for maintenance, repair and overhaul support and enables improved supply and value chain methods. The process eliminates duplication of terms and duplication of manufacturer and vendor names. The final deliverable is a completely cleansed and standardized item master of MRO materials. Depending on the scope of the project, this service also can include performing records management tasks within the client’s existing records management protocols.

Service Title: Complete Remote Data Cleansing, Standardization, and Enrichment

Description of Service

This is the same process as Remote Data Cleansing and Standardization, but also adds further value to each MRO item master record by enriching (providing more attribute values) each record that is missing critical attribute values, and can include making improvements to the client’s record management protocols.

Description of MRO3i Software

Pricing

Professional Labor Awarded GSA Pricelist for the Base Period Note: There are 3 Option Periods of 5 years apiece.

All prices shown are inclusive of the Industrial Funding Fee.

Labor Category SIN(s) Units

Base Period, Year 1 tbd-tbd

Base Period, Year 2 tbd-tbd

Base Period, Year 3 tbd-tbd

Base Period, Year 4 tbd-tbd

Base Period, Year 5 tbd-tbd

Project Manager

54151S

541614SVC

Daily Rate

$1,984.89 $2,084.13 $2,188.34 $2,297.76 $2,412.65

Field Supervisor

541614SVC Daily Rate

$1,786.40 $1,875.72 $1,969.50 $2,067.98 $2,171.38

Field Worker**

541614SVC Daily Rate

$1,190.93 $1,250.48 $1,313.01 $1,378.66 $1,447.60

Data Expert &

QC

54151S

541614SVC

Hourly Rate

$124.06 $130.27 $136.78 $143.62 $150.80

Systems Analyst

54151S Hourly Rate

$272.93 $286.57 $300.90 $315.94 $331.74

Programmer 54151S Hourly Rate

$248.11 $260.51 $273.54 $287.21 $301.57

Fixed Price Services Awarded GSA Pricelist for the Base Period

Service SIN(s) Units

Base Period, Year 1 tbd-tbd

Base Period, Year 2 tbd-tbd

Base Period, Year 3 tbd-tbd

Base Period, Year 4 tbd-tbd

Base Period, Year 5 tbd-tbd

Remote Data Cleansing and Standardization

541614SVC Per

SKU

$2.38 $2.50 $2.62 $2.75 $2.89

Complete Remote Data Cleansing, Standardization, and Enrichment

541614SVC Per

SKU

$3.97 $4.17 $4.38 $4.60 $4.84

Software Licenses Awarded GSA Pricelist for the Base Period

Software Description Price

MRO3i 4.0 Monthly Term Software License (per user per month) for MRO3i with Data Dictionary and Inventory Modules This is a monthly license cost for one user for Net Result Group's proprietary MRO3i software configured with the Data Dictionary and Inventory Modules.

Terms for the license are annual. In this configuration, MRO3i is used for Maintenance, Repair and Operations (MRO) support for commercial firms and government agencies that store and manage large, diverse inventories of parts, and other materials. The software can be used to assist supply managers in:

identifying items; associating each item (e.g., part) with one or more uses within the enterprise; documenting thorough, well-structured item descriptions;

generating Bills of Material; analyzing optimal stock levels; supporting decision-making regarding the disposition of items that are overstocked.

$274.31

MRO3i EM Monthly Term Software License (per user per month) for MRO3i with Equipment Module (EM) This is a monthly license cost for one user for Net Result Group's proprietary MRO3i software configured with the Equipment Module. Terms for the license are annual. In this configuration, MRO3i is used for Maintenance, Repair and Operations (MRO) support for commercial firms and government agencies that store manage large, diverse inventories of spare parts, typically for dozens or hundreds of different types of equipment. The software can be used to assist supply managers in: identifying existing stocks of spare parts for equipment (e.g., stored in warehouses); associating each part with one or more specific types of equipment managed by the firm or agency; documenting thorough, well-structured descriptions of each spare part; generating Bills of Material; analyzing optimal stock levels for each type of spare part; supporting decision-making regarding the disposition of spare parts that are overstocked.

$149.62

Quantity Discount for Software Licenses (SIN 511210)

Length of Term

# of User Licenses 12 Months 36 Months 5 Licenses No Quantity Discount 18%

6 - 10 Licenses 13% 30%

10 - 25 Licenses 24% 38%

26 - 50 Licenses 33% 45%

51-99 Licenses 45% 56%

>=100 Licenses 58% 65%

Service Contract Labor Standards/Service Contract Act Matrix

SCLS Eligible Contract

Labor Category SCLS Equivalent Code, Title Wage Determination No.

Field Worker 0111, General Clerk 1 2015-4717

The Service Contract Labor Standards, formerly the Service Contract Act (SCA), apply to this contract and it includes SCLS applicable labor categories. Labor categories and fixed price services marked with a (**) in this pricelist are based on the U.S. Department of Labor Wage Determination Number(s) identified in the SCLS/SCA matrix. The prices awarded are in line with the geographic scope of the contract (i.e., nationwide).

Appendix A

Net Results Group: MRO3i End User License Agreement (EULA)

A-1

MRO3i END USER LICENSE AGREEMENT

This END USER LICENSE AGREEMENT, dated as of the date set forth in the Task Order, Statement of Work, or similar document (the “Start Date”), is entered into by Net Results Group, LLC, a Kentucky limited liability company ("NRG") and the Ordering Activity under GSA Schedule contracts identified in the Task Order.

GENERAL TERMS

MRO3i Platform: NRG has developed MRO3i, a suite of web-based applications for managing Maintenance, Repair, and

Operations (“MRO”) inventory management and investment decisions in the industrial environment (the “MRO3i Platform”).

MRO3i Modules: End User desires to obtain, and NRG desires to provide End User with, a right to access and use the following modules of the MRO3i Platform also specified in the relevant GSA Task Order:

MRO Insight

MRO Invest

MRO IQ

MRO [Mobile]

All rights and licenses provided in this Agreement to the MRO3i Platform are limited solely to the above MRO3i modules selected by the End User, which are priced accordingly in the GSA Schedule Contract held by Net Results Group, LLC. End User acknowledges and agrees that it shall not have any right to access or use any MRO3i module not selected above and specified in the relevant GSA Task Order or order under a Basic Ordering Agreement (BPA), unless and until the existing GSA Task Order or order under a BPA is so amended or until a separate Task Order or order under a BPA is executed.

Term: This Agreement commences on the date of its execution by both parties and it continues until the applicable user subscriptions granted in accordance with this Agreement have expired or been terminated.

Entire Agreement. This Agreement, the Purchase Order (i.e., Task Order or order under a BPA issued under the GSA Schedule

Contract) to which this Agreement is attached, including all exhibits and addenda hereto, together with the underlying GSA

Schedule Contract and Schedule Pricelist, constitutes the entire agreement between the parties related to the subject matter herein.

A negotiated Order under the Contract would take precedence as the negotiated Order would demonstrate any changes to these terms to meet the ordering activity’s minimum needs.

Notice. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when delivered by hand, mailed by registered or certified mail or sent by overnight courier, if to End User, to the address written above, and, if to

NRG, to NRG at the following address:

Net Results Group

4330 Glenview Avenue, Box 73

Glenview, KY 40025

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the Start Date.

NET RESULTS GROUP LLC:

By: _____________________________

Name: __________________________

Title: ____________________________

END USER

By: _____________________________

Name: __________________________

Title: ____________________________

A-2

END USER AGREEMENT

SECTION 1. RIGHTS TO USE; RESERVATIONS

1.1 Rights to Use; Reservations. During the term of this

Agreement, NRG shall provide End User with access to

MRO3i Platform modules set forth herein on a non-exclusive, non-transferable, non-sublicensable, worldwide basis. End

User shall restrict access to the MRO3i Platform to its employees who need access thereto solely in connection with

End User's management of its MRO inventory.

1.2 No Customized Code for Individual End Users. The

MRO3i Platform contains configurable fields, forms, other options. Unless otherwise agreed to by NRG in writing, NRG does not write or provide custom code or custom solutions for individual end users (including End User). Data exports, while configurable within the constraints of the MRO3i

Platform, are delivered “AS IS” and any further reformatting to meet End User’s internal requirements is the responsibility of End User unless otherwise agreed to by NRG in writing.

1.3 Proprietary Rights. End User acknowledges NRG’s

proprietary rights in the MRO3i Platform and associated documentation and shall use its best efforts to protect and defend the proprietary nature of the MRO3i Platform and associated documentation. NRG retains all right, title and interest in and to the MRO3i Platform and associated documentation, subject only to the rights expressly granted under this Agreement. End User acknowledges and agrees that:

(a) no configuration or deployment of the MRO3i Platform shall affect or diminish NRG’s rights, title, and interest in and to the MRO3i Platform; and (b) if End User suggests any new features, functionality or performance for the MRO3i Platform that NRG subsequently incorporates into the MRO3i Platform, End User hereby acknowledges that (i) NRG shall own, and has all rights to use and incorporate, such suggestions and the

MRO3i Platform incorporating such new features, functionality, or performance shall be the sole and exclusive property of NRG; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon NRG. End User shall not disassemble, decompile, reverse engineer, copy, modify, transcribe, store, translate, sell, lease, lend, or otherwise transfer or distribute or provide any third party with access to the MRO3i Platform or any data, documents or information contained therein, in whole or in part, without prior authorization in writing from NRG. In the event of any breach of this Section 1.3,.

1.3 Data Rights. (a) In addition to the foregoing, NRG

retain all rights, title, ownership and interest in and to all data, information and documents accessible by or through the

MRO3i Platform, except for End User specific data uploaded into the MRO3i Platform by End User or on End User’s behalf

(the “End User Data”). Notwithstanding the foregoing, NRG shall have the right to utilize data capture and analysis tools, and other similar tools, to extract, compile and analyze any non-personally identifiable data or information resulting from

End User’s use of the MRO3i Platform (“Blind Data”). To the extent that any Blind Data is collected by NRG, such Blind

Data shall be solely owned by NRG and may be used by NRG for any lawful business purpose, during the Term and thereafter, without a duty of accounting to End User.

(b) Additionally, End User hereby grants NRG a perpetual, irrevocable, transferrable, sublicensable royalty-free, worldwide license and right to use, display and modify (e.g.

reformat), rearrange and distribute the End User Data within the MRO3i Platform for the purposes of operating, providing, maintaining and updating the MRO3i Platform and to perform

NRG’s obligations hereunder.

1.4 Acknowledgement. Authorized User acknowledges that

each of the Service and the Software through the Service is provided by NRG under license and is proprietary to NRG.

Such Software may include, from time to time, proprietary code owned by third parties, under license to NRG.

1.5 Restrictions. Authorized User will use the Software and

Service only for its internal use and only in compliance with this EULA. Without limiting the generality of the foregoing, Authorized User: (i) will not use the Service on behalf of third parties or to provide support services to other third parties, (ii) will preserve and reproduce all copyright notices and other proprietary rights notices associated with any documentation, reports, analyses produced using the

Software or Service (the “Documentation”), and (iii) will not allow any other person to have access to the Software or

Service, without NRG’s prior written consent. Without limiting the generality of the foregoing, the Authorized User will not disclose or provide to any other person, the key or code that has been given to the Authorized User in order to access the Service nor any passwords associated therewith.

1.6 Limitations on Reverse Engineering, Decompilation, and

Disassembly. Authorized User will not reverse engineer, decompile, or disassemble the Software.

SECTION 2. RESERVED

SECTION 3. PAYMENTS

3.1 Payments. Except as otherwise set forth herein, all

payments shall be made in United States Dollars and are due upon issuance of NRG’s or its authorized reseller’s applicable invoice. To the extent allowed by federal law, payments not made when due shall be subject to late charges at the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid..

3.2 Taxes. Any taxes or surcharges which NRG seeks to

pass along to the Government as end user will be governed by the terms of the underlying GSA MAS Contract or Order and, in any event, must be submitted to the GSA MAS Contracting

Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the GSA MAS

Contract.

4. CONFIDENTIAL INFORMATION

4.1 Definition of Confidential Information.

"Confidential Information" means: (i) any information that the receiving Party ("Recipient") knows or has reason to know is confidential to the disclosing Party ("Discloser") and (ii) the http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

A-3 terms of this Agreement. Confidential

Information includes but is not limited to End

User's data entered into the MRO3i Platform by

End User or End User's permitted users.

However, Confidential Information does not include any information that: (a) was known to the Recipient prior to receiving the Confidential

Information; (b) is acquired by the Recipient from another source without restriction as to use or disclosure; or (c) is or becomes part of the public domain through no fault or action of the

Recipient. NRG’s Confidential Information includes, without limitation, the MRO3i Platform, all data and documents accessible through the

MRO3i Platform (other than End Use specific data) and NRG’s pricing of the MRO3i Platform.

4.2 Protection, Limited Use. The Recipient will

protect the Discloser's Confidential Information against any unauthorized use or disclosure to the same extent that the Recipient protects its own

Confidential Information, but in no event will use less than reasonable care. This Agreement will not be interpreted or construed to prohibit: (i) any use or disclosure required by applicable law, provided that the Recipient notifies the Discloser to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential

Information, (ii) NRG’s collection (but not disclosure) of information for monitoring performance quality and End User pricing,

(iii) NRG’s collection and disclosure of aggregate information across all companies using the

MRO3i Platform and which is not identifiable to

End User, or (iv) any use or disclosure made with the written consent of the Discloser.

4.3 Service Limited to Authorized Users of the

MRO3i Platform. End User agrees and covenants to grant access to the MRO3i Platform only to users who need access in connection with

End User's management of its MRO inventory.

End User will not grant access to any third parties not involved in such MRO inventory management on End User’s behalf, including any competing inventory management service. In the event of any breach or threatened breach by End

User of its obligations under this section, NRG will seek resolution via the provisions of the

Contract Disputes Act.

SECTION. 5. DISCLAIMER OF WARRANTIES;

INDEMNITY

5.1 Disclaimer of Warranties. (a) NRG warrants

that the MRO3I PLATFORM will, for a period of sixty

(60) days from the date of your receipt, perform substantially in accordance with MRO3I PLATFORM written materials accompanying it. EXCEPT AS

EXPRESSLY SET FORTH IN THE FOREGOING,

NOTWITHSTANDING ANY STATEMENT TO THE

CONTRARY CONTAINED IN THESE TERMS, NRG

DOES NOT WARRANT THAT ANY INFORMATION,

ITEM, CONTENT OR OTHER MATERIAL IN THE

MRO3I PLATFORM WILL MEET END USER’S

REQUIREMENTS. EXCEPT AS OTHERWISE

PROVIDED HEREIN, THE MRO3I PLATFORM AND

ALL INFORMATION THEREIN IS PROVIDED "AS

IS" AND "AS AVAILABLE" AND NRG DISCLAIMS

ALL WARRANTIES, WHETHER EXPRESS,

STATUTORY OR IMPLIED, INCLUDING, WITHOUT

LIMITATION, THE IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, NON-INFRINGEMENT,

ACCURACY, RELIABILITY, COMPLETENESS, OR

TIMELINESS, AND ALL WARRANTIES IMPLIED

FROM ANY COURSE OF DEALING, COURSE OF

PERFORMANCE OR USAGE OF TRADE. END

USER ACKNOWLEDGES THAT USE OF THE

MRO3I PLATFORM MAY NOT BE

UNINTERRUPTED OR ERROR-FREE AND THE

MRO3I PLATFORM WEB SITE MAY, FROM TIME

TO TIME, BE TEMPORARILY SHUT DOWN DUE

TO ROUTINE MAINTENANCE OR RESOLUTION

OF ERRORS.

(b) END USER ASSUMES THE

RESPONSIBILITY TO TAKE ADEQUATE

PRECAUTIONS AGAINST DAMAGES TO ITS

SYSTEMS OR OPERATIONS WHICH COULD BE

CAUSED BY DEFECTS OR DEFICIENCIES IN THE

MRO3I PLATFORM, ANY NRG INFORMATION,

PRODUCT, SERVICE, SYSTEM, DATABASE OR

MATERIAL, OR PART THEREOF. END USER ALSO

ACKNOWLEDGES THAT ELECTRONIC

COMMUNICATIONS AND DATABASES ARE

SUBJECT TO ERRORS, TAMPERING AND BREAK-

INS AND THAT WHILE NRG WILL IMPLEMENT

REASONABLE SECURITY PRECAUTIONS TO

ATTEMPT TO PREVENT SUCH OCCURRENCES,

NRG DOES NOT GUARANTEE THAT SUCH

EVENTS WILL NOT TAKE PLACE. END

USER’S INSTALLATION AND INPUTS, AS

WELL AS THIRD PARTY SYSTEMS AND

PROCEDURES, MAY INFLUENCE THE

OUTPUT AND ERRORS IN END USER’S USE

OF THE MRO3I PLATFORM OR ANY

ELECTRONIC TRANSMISSION OR

COMMUNICATION. IN ADDITION, ERRORS

MAY BE INTRODUCED INTO INFORMATION

OR ORDERS IN THE COURSE OF THEIR

TRANSMISSION OVER ELECTRONIC

NETWORKS. END USER SHALL IMPLEMENT

A-4

AND TAKE RESPONSIBILITY FOR

APPROPRIATE REVIEW AND

CONFIRMATION PROCEDURES TO VERIFY

AND CONFIRM LISTINGS, SALES,

PURCHASES OR OTHER TRANSACTIONS IN

WHICH END USER PARTICIPATES USING

THE MRO3I PLATFORM OR NRG PROVIDED

INFORMATION, SERVICES, DATABASES,

SYSTEMS OR OTHER MATERIALS.

5.2 Reserved.

5.3 Mitigation/Termination. In the event that

some or all of the MRO3i Platform is held or is reasonably believed by NRG to infringe the rights of a third party, NRG shall have the option, at its expense, to: (a) modify the MRO3i Platform to make it non-infringing; or (b) obtain a license that permits End

User to continue using the MRO3i Platform. If neither of such options can be exercised by NRG on a commercially reasonable basis and the infringing materials materially affect the MRO3i Platform or the ability of NRG to meet its obligations under this

Agreement, then NRG may seek to terminate this

Agreement utilizing procedures specified in the GSA

MAS Contract.

5.4 Exclusive Remedy. This Section 5 states

NRG’s entire liability and exclusive remedy for infringement of third-party intellectual property rights.

SECTION 6. LIMITATION OF LIABILITY

6.1 Limitations of Special Damages. IN NO

EVENT SHALL NRG BE LIABLE FOR ANY LOST

OR ANTICIPATED PROFITS, OR ANY

INCIDENTAL, PUNITIVE, EXEMPLARY,

SPECIAL, RELIANCE OR CONSEQUENTIAL

DAMAGES, INCLUDING, WITHOUT

LIMITATION, ANY PRODUCTION OR

EQUIPMENT DOWNTIME DUE TO

RECOMMENDATIONS MADE, OR SERVICE

PERFORMED, BY NRG OR MRO3I PLATFORM,

REGARDLESS OF WHETHER IT WAS ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES. IN

NO EVENT SHALL NRG’S LIABILITY UNDER

THIS AGREEMENT EXCEED THE FEES PAID BY

END USER TO NRG IN THE TWELVE (12)

MONTHS PRECEDING THE EVENT GIVING RISE

TO THE LIABILITY.

6.2 No Liability For Force Majeure, Users’

Errors. IN ACCORDANCE WITH GSA

SCHEDULE CONTRACT CLAUSE 552.212-4(f), NRG WILL HAVE NO LIABILITY FOR ANY

FAILURE OR DELAY IN THE PERFORMANCE

OF ITS OBLIGATIONS HEREUNDER DUE IN

WHOLE OR IN PART TO ANY CIRCUMSTANCES

BEYOND NRG'S REASONABLE CONTROL. IN

ADDITION, NRG SHALL HAVE NO LIABILITY

WHATSOEVER FOR ERRORS BY THE USERS OF

THE MRO3I PLATFORM (E.G. FAILURE TO USE

ADEQUATE PASSWORD PRACTICES OR

ADEQUATELY AUTHENTICATE USERS) OR

THE CONTENT OF DATA UPLOADED OR

DOWNLOADED (INCLUDING VIRUSES AND

OTHER HARMFUL CODE OR DATA) BY USERS

OF THE MRO3I PLATFORM.

SECTION 7. TERMINATION

7.1 Reserved

7.2 Reserved

7.3 Reserved

7.4 Effect of Termination. (a) Upon

termination of the Agreement for any reason, End

User’s right to access and use the MRO3i Platform shall immediately cease, provided, however, that, if requested by End User, NRG shall provide End User up to thirty (30) days from the effective date of any termination for the sole purpose of retrieving a copy of the End User Data from the MRO3i Platform using the

MRO3I Platform’s available data export tools. End

User shall have no right to any data that is proprietary to NRG, used for the backend operation of the MRO3i

Platform, or not entered by End User or applicable to

End User’s MRO inventory.

(b) Termination of this Agreement shall not relieve either party of any obligation accrued prior to the termination date. Termination shall not affect the obligations of the parties under Sections 3, 4, and 5.

7.5 Deletion of Data. NRG shall not have any

obligation to maintain End User’s data, or retain a copy thereof, following any termination of this

Agreement.

SECTION 8. GENERAL TERMS

8.1 Relationship Between The Parties. This

Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the Parties; nor will either

Party hold itself out as an agent, partner, or joint venture party of the other party.

8.2. Waiver. No waiver shall be implied from

conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by both parties.

8.3. Severability. If any provision of this

Agreement is held to be invalid, void or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable

A-5 law, and the remaining provisions of this Agreement shall remain in full force and effect.

8.4. Assignment End User may not assign any of its

rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of

NRG. The sale of a controlling interest in End User through a single transaction or a series of transactions shall be deemed an assignment hereunder for which NRG’s consent is required. NRG shall be entitled to assign and delegate this

Agreement to successors in the event of an asset sale, merger, acquisition or other change in control in accordance with the provisions set forth at FAR 42.1204. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

8.5. Governing Law. This Agreement and all

claims related to it, its execution or the performance of the parties under it, shall be construed and governed in all respects according to U.S. Federal law.

8.6. Entire Agreement. This Agreement shall

constitute the complete agreement between the parties and supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof.

This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. It is expressly agreed that if any terms and conditions of any purchase order or similar instrument of End User are in conflict with this Agreement, federal law will prevail in determining which provisions prevail.