WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3.AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NUMBER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Government Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 29. AWARD OF CONTRACT: REFERENCE

. YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4.

FAR 52.212-3 AND 52.212-5 ARE ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.

8(A)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

DATED.

OFFER

ADDENDA

ADDENDA

91990026R0015

US Department of Education

US Department of Education 400 Maryland Avenue SW Washington DC 20202-0001

09/18/2026 1000 ET

Katie Opper 202-987-0207

CAM

CAM

Katie Opper

541611

$24.5

09/10/2026

The requirement is to obtain contractor support and technical expertise for the Regional

Educational Laboratory (REL) Program Cycle

2027-2031.

Period of Performance: 01/03/2027 to

01/02/2032

Continued...

STOCK RECORD (S/R)

STANDARD FORM 1449 (REV. 11/2021) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE RECEIVED (MM/DD/YYYY) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. EMAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

ACCEPTED,

0001 Regional Educational Laboratory (REL) Program

Cycle 2027-2031 IDIQ

The total estimated value of the IDIQ per REL region is as follows:

Appalachia $22,500,000.00

Central $22,500,000.00

Mid-Atlantic $22,500,000.00

Midwest $28,012,450.00

Northeast and Islands $25,956,750.00

Northwest $22,500,000.00

Pacific $28,720,750.00

Southeast $28,462,850.00

Southwest $27,837,150.00

All orders must be in accordance with the IDIQ

Terms and Conditions and the IDIQ Budget

Workbook [to be inserted at award].

Base Ordering Period: 01/03/2027 - 01/02/2028

Ordering Period 1: 01/03/2028 - 01/02/2029

Ordering Period 2: 01/03/2029 - 01/02/2030

Ordering Period 3: 01/03/2030 - 01/02/2031

Ordering Period 4: 01/03/2031 - 01/02/2032

Product/Service Code: R499

F - Deliveries or Performance List of Clauses Included by Reference List of Clauses Included by Full Text

G - Contract Administration Data List of Clauses Included by Reference

ED.ALL.32-01 SUBMISSION OF INVOICES AND CONTRACT FINANCING REQUESTS (NOV 2024).7

H - Special Contract Requirements List of Clauses Included by Reference 3452.201-70 Contracting Officer's Representative (COR). (MAR 2011) 3452.237-71 Observance of administrative closures. (MAR 2011) 3452.243-70 Key personnel. (OCT 2023)

ADDENDUM TO 3452.237-71 OBSERVANCE OF ADMINISTRATIVE CLOSURES (MAR 2011)

I - Contract Clauses List of Clauses Included by Reference List of Clauses Included by Full Text 3452.202-1 Definitions-Department of Education. (MAR 2011) 3452.204-71 Contractor security vetting requirements. (OCT 2023) 3452.227-70 Publication and publicity. (MAR 2011) 3452.227-72 Use and non-disclosure agreement. (MAR 2011) 3452.239-71 Department information security and privacy requirements. (OCT 2023) 52.212-4 Terms and Conditions-Commercial Products and Commercial Services. (NOV 2023) (Deviation AUG 2025) - Alternate I (NOV 2021) (Deviation AUG 2025) 52.216-18 Ordering. (AUG 2020) 52.216-19 Order Limitations. (OCT 1995) 52.216-22 Indefinite Quantity. (OCT 1995) (Deviation SEP 2025) 52.217-8 Option To Extend Services. (NOV 1999) 52.219-9 Small Business Subcontracting Plan. (JAN 2025) (Deviation JAN 2026) 52.222-90 Addressing DEI Discrimination by Federal Contractors (APR 2026) (Deviation APRIL 2026) 52.227-11 Patent Rights-Ownership by the Contractor. (MAY 2014) 52.244-2 Subcontracts. (JUN 2020) 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

J - List of Documents, Exhibits and Other Attachments K - Representations, Certifications, and Other Statements of Bidders

List of Provisions Incorporated by Reference 52.209-12 Certification Regarding Tax Matters. (OCT 2025) 52.240-90 Security Prohibitions and Exclusions Representations and Certifications. (Deviation

AUG 2025)

3452.209-70 Conflict of interest certification. (MAR 2011)

L - Instructions,Conditions, and Notices to Bidders List of Provisions Included by Reference 52.252-1 Solicitation Provisions Incorporated by Reference. (FEB 1998) Addendum to 52.212-1 Instructions to Offerors Addendum to 52.212-1 Instructions to Offerors

M - Evaluation Factors for Award List of Provisions Included by Reference 52.212-2 Evaluation-Commercial Products and Commercial Services. (NOV 2021) (Deviation

AUG 2025)

52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns. (OCT 2022) (Deviation SEP 2025) Addendum to 52.212-2 Evaluation Criteria Addendum to 52.212-2 Evaluation Criteria

F - Deliveries or Performance

Delivery and PoP Information

Item/Sub Number

Delivery Code

Quantity, if Applicable

Delivery Date, if Applicable

PoP Start Date, if Applicable

PoP End Date, if Applicable

List of Clauses Included by Reference

Clause Database Clause Number Clause Title

If the above table is blank, no IBR clauses were included in this version.

List of Clauses Included by Full Text

G - Contract Administration Data

List of Clauses Included by Reference

Database Clause Number Clause Title

If the above table is blank, no IBR clauses were included in this version.

ED.ALL.32-01 SUBMISSION OF INVOICES AND CONTRACT FINANCING REQUESTS (NOV 2024)

(a) Payments shall be rendered in accordance with the contract’s payment terms and schedule(s).

(b) The Contractor shall submit invoices and requests for contract financing payments electronically in the secure web-based Invoice Processing Platform (IPP) system that can be accessed at: http://www.ipp.gov/. All submitted invoices and requests for contract financing payments must be accompanied by supporting documentation in accordance with the contract's terms and conditions. (Please identify all requests for contract financing payments as “Requests for Contract Financing Payments.”)

(c) Invoice Number Format - The format for the invoice shall be the contract number and invoice number. The invoice number shall be sequential starting at 0001, have no spaces, dashes, or other special characters. The invoice number cannot exceed 21 characters. An example of an acceptable invoice number format follows: Contract No.:91990025C1234, Invoice No.:0001, IPP Invoice No.: 91990025C12340001. Should an invoice require re-submission, the vendor must use the same number followed by an ‘R.’ (For example: 91990025C12340001R). Should an invoice require multiple resubmissions, the vendor shall submit an ‘R’ for each resubmission. (For example, a second resubmission would be: 91990025C12340001RR).

(d) The Contractor's Government Business Point of Contact (as listed in System for Award Management (SAM)) should receive enrollment instruction via email from IPP. If the Contractor does not receive such instruction well in advance of initial invoice submission, the Contractor must reach out to IPP using the contact information listed in Section (e) below to ensure timely invoice submission.

(e) Contractor assistance with enrollment can be obtained by contacting the IPP Vendor Support Team at IPPCustomerSupport@fiscal.treasury.gov or (866) 973-3131.

H - Special Contract Requirements

List of Clauses Included by Reference

List of Clauses Included by Reference

Clause Database Clause Number Clause Title

EDAR 3452.204-70 Records management. (OCT 2023) EDAR 3452.224-72 Research activities involving human subjects. (OCT 2023)

If the above table is blank, no IBR clauses were included in this version.

3452.201-70 Contracting Officer's Representative (COR). (MAR 2011)

(a) The Contracting Officer's Representative (COR) is responsible for the technical aspects of the project, technical liaison with the contractor, and any other responsibilities that are specified in the contract. These responsibilities include inspecting all deliverables, including reports, and recommending acceptance or rejection to the contracting officer.

(b) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes that affect the contract price, terms, or conditions.

Any contractor requests for changes shall be submitted in writing directly to the contracting officer or through the COR. No such changes shall be made without the written authorization of the contracting officer.

(c) The COR's name and contact information: To be inserted at award

(d) The COR may be changed by the Government at any time, but notification of the change, including the name and address of the successor COR, will be provided to the contractor by the contracting officer in writing.

(End of Clause)

3452.237-71 Observance of administrative closures. (MAR 2011)

(a) The contract schedule identifies all Federal holidays that are observed under this contract. Contractor performance is required under this contract at all other times, and compensated absences are not extended due to administrative closures of Government facilities and operations due to inclement weather, Presidential decree, or other administrative issuances where Government personnel receive early dismissal instructions.

(b) In cases of contract performance at a Government facility when the facility is closed, the vendor may arrange for performance to continue during the closure at the contractor's site, if appropriate.

(End of clause)

3452.243-70 Key personnel. (OCT 2023)

(a) The personnel designated as key personnel in this contract are considered to be essential to the work being performed hereunder. Prior to diverting any of the specified individuals to other programs, or otherwise substituting any other personnel for specified personnel, the contractor shall notify the contracting officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the contract effort. No diversion or substitution shall be made by the contractor without written consent of the contracting officer; provided, that the contracting officer may ratify a diversion or substitution in writing and that ratification shall constitute the consent of the contracting officer required by this clause. The contract shall be modified to reflect the addition or deletion of key personnel.

(b) The following personnel have been identified as Key Personnel in the performance of this contract:

To be inserted at award

(End of clause)

ADDENDUM TO 3452.237-71 OBSERVANCE OF ADMINISTRATIVE CLOSURES (MAR 2011)

The following Federal holidays are observed under this contract:

-New Year’s Day

-Birthday of Martin Luther King, Jr.

-Washington’s Birthday

-Memorial Day

-Juneteenth

-Independence Day

-Labor Day

-Columbus Day

-Veteran’s Day

-Thanksgiving Day

-Christmas Day

I - Contract Clauses

List of Clauses Included by Reference

Clause Database Clause Number Clause Title Item List

EDAR 3452.208-72 Paperwork Reduction Act. (MAR 2011) EDAR 3452.209-71 Conflict of interest. (MAR 2011)

EDAR 3452.224-70 Release of information under the Freedom of Information Act.

(MAR 2011)

EDAR 3452.227-71 Advertising of awards. (MAR 2011)

EDAR 3452.227-73 Limitations on the use or disclosure of Government-furnished information marked with restrictive legends. (MAR 2011)

EDAR 3452.237-70 Services of consultants. (MAR 2011) EDAR 3452.242-71 Notice to the Government of delays. (MAR 2011)

EDAR 3452.242-73 Accessibility of meetings, conferences, and seminars to persons with disabilities. (MAR 2011)

RFO 52.203-13 Contractor Code of Business Ethics and Conduct. (NOV 2021) RFO 52.203-17 Contractor Employee Whistleblower Rights. (NOV 2023)

RFO 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. (JAN 2017)

RFO 52.204-9 Personal Identity Verification of Contractor Personnel. (JAN 2011)

RFO 52.204-13 System for Award Management-Maintenance. (OCT 2018) (Deviation AUG 2025)

RFO 52.209-6

Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) (Deviation

AUG 2025)

RFO 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (NOV 2015) (Deviation AUG 2025)

RFO 52.212-4 Terms and Conditions-Commercial Products and Commercial Services. (NOV 2023) (Deviation AUG 2025)

RFO 52.216-31 Time-and-Materials/Labor-Hour Proposal Requirements- Commercial Acquisition. (NOV 2021)

RFO 52.219-8 Utilization of Small Business Concerns. (JAN 2025) (Deviation

SEP 2025)

RFO 52.219-16 Liquidated Damages-Subcontracting Plan. (SEP 2021) (Deviation

SEP 2025)

RFO 52.222-3 Convict Labor. (JUN 2003) (Deviation JAN 2026)

RFO 52.222-19 Child Labor-Cooperation with Authorities and Remedies. (JAN 2025) (Deviation JAN 2026)

RFO 52.222-35 Equal Opportunity for Veterans. (JUN 2020) (Deviation SEP 2025)

RFO 52.222-36 Equal Opportunity for Workers with Disabilities. (JUN 2020) (Deviation SEP 2025)

RFO 52.222-40 Notification of Employee Rights Under the National Labor Relations Act. (DEC 2010) (Deviation JAN 2026)

RFO 52.222-43

Fair Labor Standards Act and Service Contract Labor Standards- Price Adjustment (Multiple Year and Option Contracts). (AUG 2018) (Deviation JAN 2026)

Database Clause Number Clause Title Item List

RFO 52.222-50 Combating Trafficking in Persons. (OCT 2025) (Deviation JAN 2026)

RFO 52.222-54 Employment Eligibility Verification. (JAN 2025) (Deviation SEP 2025)

RFO 52.223-23 Sustainable Products. (MAY 2024) (Deviation SEP 2025) RFO 52.224-3 Privacy Training. (JAN 2017) RFO 52.225-1 Buy American-Supplies (OCT 2022) (Deviation SEP 2025)

RFO 52.226-8 Encouraging Contractor Policies To Ban Text Messaging While Driving. (MAY 2024)

RFO 52.227-1 Authorization and Consent. (JUN 2020)

RFO 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement. (JUN 2020)

RFO 52.227-14 Rights in Data-General. (MAY 2014) RFO 52.227-17 Rights in Data--Special Works. (DEC 2007)

RFO 52.232-33 Payment by Electronic Funds Transfer - System for Award Management. (OCT 2018)

RFO 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (MAR 2023)

RFO 52.233-3 Protest after Award. (AUG 1996) (Deviation AUG 2025)

RFO 52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004) (Deviation AUG 2025)

RFO 52.242-5 Payments to Small Business Subcontractors. (JAN 2017)

RFO 52.244-6 Subcontracts for Commercial Products and Commercial Services. (OCT 2025) (Deviation Effective Date)

If the above table is blank, no IBR clauses were included in this version.

List of Clauses Included by Full Text

3452.202-1 Definitions-Department of Education. (MAR 2011)

(a) The definitions at FAR 2.101 are appended with those contained in Education Department Acquisition Regulations (EDAR) 3402.101.

(b) The EDAR is available via the internet at www.ed.gov/policy/fund/reg/clibrary/edar.html.

(End of clause)

3452.204-71 Contractor security vetting requirements. (OCT 2023)

(a) The Contractor and its subcontractors shall comply with Department of Education personnel, cyber, privacy, and security policy requirements set forth in "Contractor Security Vetting Requirements" at http://www.ed.gov/fund/contract/about/bsp.html.

(b) Contractor employees who will have access to proprietary or sensitive Department information including "Controlled Unclassified Information" as defined in 32 CFR 2002.4(h), Department IT systems, Contractor systems operated with Department data or interfacing with Department systems, or Department facilities or space, or perform duties in a school or in a location where children are present, must undergo a personnel security screening and receive a favorable determination and are subject to reinvestigation as described in the "Contractor Vetting Security Requirements." Compliance with the "Contractor Vetting Security Requirements," as amended, is required.

(c) The type of security investigation required to commence work on a Department contract is dictated by the position designation determination assigned by the Department. All Department Contractor positions are designated commensurate with their position risk/sensitivity, in accordance with title 5 of the Code of Federal Regulations (5 CFR 731.106) and OPM's Position Designation Tool (PDT) located at:

https://pdt.nbis.mil/. The position designation determines the risk level and the corresponding level of background investigations required.

(d) The Contractor shall comply with all Contractor position designations established by the Department.

(e) The following are the Contractor employee positions required under this contract and their designated risk levels:

High Risk (HR): Not Applicable

Moderate Risk (MR): Corporate Security Liaison Director Deputy Director Principal Investigator/ Researcher I Principal Investigator/ Researcher II Data Collection Coordinator/Collector Research Analyst I Technical Assistance Specialist I

Low Risk (LR): Research Analyst II

(f) For performance-based contracts where the Department has not identified required labor categories for Contractor positions, the Department considers the risk sensitivity of the services to be performed and the access to Department facilities and systems that will be required during performance, to determine the uniform Contractor position risk level designation for all Contractor employees who will be providing services under the contract. The uniform Contractor position risk level designation applicable to this performance-based contract is: Moderate.

(g) Only U.S. citizens will be eligible for employment on contracts requiring a Low Risk/Public Trust, Moderate Risk/Public Trust, High Risk/Public Trust, or a National Security designation.

(h) An approved waiver, in accordance with the "Contractor Vetting Security Requirements," is required for any exception to the requirements of paragraph (g) of this section.

(i) The Contractor shall-

(1) Comply with the Principal Office (PO) processing requirements for personnel security screening;

(2) Ensure that no Contractor employee is placed in a higher risk position than for which the employee is approved;

(3) Ensure Contractor employees submit required security forms for reinvestigation in accordance with the time frames set forth in the "Contractor Vetting Security Requirements";

(4) Report to the COR any information (e.g., personal conduct, criminal conduct, financial difficulties) that would raise a concern about the suitability of a Contractor employee or whether a Contractor employee's continued employment would promote the efficiency of the service or violate the public trust;

(5) Protect sensitive and Privacy Act-protected information, including "Controlled Unclassified Information" as defined in 32 CFR 2002.4(h), from unauthorized access, use, or misuse by its Contractor employees, prevent unauthorized access by others, and report any instances of unauthorized access, use, or misuse to the COR;

(6) Report to the COR any removal of a Contractor employee from a contract within one business day if removed for cause or within two business days if otherwise removed;

(7) Upon the occurrence of any of the events listed under paragraph (b) of the clause at FAR 52.204-9, Personal Identity Verification of Contractor Personnel, return a PIV ID to the COR within seven business days of the Contractor employee's departure; and

(8) Report to the COR any change to job activities that could result in a change in the Contractor employee's position or the need for increased security access.

(j) Failure to comply with any of the personnel security requirements in the "Contractor Security Vetting Requirements" at http://www.ed.gov/fund/contract/about/bsp.html, may result in a termination of the contract for default or cause.

(End of Clause)

3452.227-70 Publication and publicity. (MAR 2011)

(a) Unless otherwise specified in this contract, the contractor is encouraged to publish and otherwise promote the results of its work under this contract. A copy of each article or work submitted by the contractor for publication shall be promptly sent to the contracting officer's representative. The contractor shall also inform the representative when the article or work is published and furnish a copy in the published form.

(b) The contractor shall acknowledge the support of the Department of Education in publicizing the work under this contract in any medium. This acknowledgement shall read substantially as follows:

"This project has been funded at least in part with Federal funds from the U.S.

Department of Education under contract number To Be Determined. The content of this publication does not necessarily reflect the views or policies of the U.S. Department of Education nor does mention of trade names, commercial products, or organizations imply endorsement by the U.S. Government."

(End of clause)

3452.227-72 Use and non-disclosure agreement. (MAR 2011)

(a) Except as provided in paragraph (b) of this clause, proprietary data, technical data, or computer software delivered to the Government with restrictions on use, modification, reproduction, release, performance, display, or disclosure may not be provided to third parties unless the intended recipient completes and signs the use and non-disclosure agreement in paragraph (c) of this clause prior to release or disclosure of the data.

(1) The specific conditions under which an intended recipient will be authorized to use, modify, reproduce, release, perform, display, or disclose proprietary data or technical data subject to limited rights, or computer software subject to restricted rights must be stipulated in an attachment to the use and non-disclosure agreement.

(2) For an intended release, disclosure, or authorized use of proprietary data, technical data, or computer software subject to special license rights, modify paragraph (c)(1)(iv) of this clause to enter the conditions, consistent with the license requirements, governing the recipient's obligations regarding use, modification, reproduction, release, performance, display, or disclosure of the data or software.

(b) The requirement for use and non-disclosure agreements does not apply to Government contractors that require access to a third party's data or software for the performance of a Government contract that contains the clause at 3452.227-73, Limitations on the use or disclosure of Government-furnished information marked with restrictive legends.

(c) The prescribed use and non-disclosure agreement is:

Use and Non-Disclosure Agreement

The undersigned, [Insert Name __________________________________], an authorized representative of the [Insert Company Name __________________________________], (which is hereinafter referred to as the "recipient") requests the Government to provide the recipient with proprietary data, technical data, or computer software (hereinafter referred to as "data") in which the Government's use, modification, reproduction, release, performance, display, or disclosure rights are restricted. Those data are identified in an attachment to this agreement. In consideration for receiving such data, the recipient agrees to use the data strictly in accordance with this agreement.

(1) The recipient shall-

(i) Use, modify, reproduce, release, perform, display, or disclose data marked with Small Business Innovative Research (SBIR) data rights legends only for government purposes and shall not do so for any commercial purpose. The recipient shall not release, perform, display, or disclose these data, without the express written permission of the contractor whose name appears in the restrictive legend (the contractor), to any person other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these data to submit offers for, or perform, contracts with the recipient. The recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a use and non-disclosure agreement prior to disclosing or releasing these data to such persons. Such an agreement must be consistent with the terms of this agreement.

(ii) Use, modify, reproduce, release, perform, display, or disclose proprietary data or technical data marked with limited rights legends only as specified in the attachment to this agreement. Release, performance, display, or disclosure to other persons is not authorized unless specified in the attachment to this agreement or expressly permitted in writing by the contractor.

(iii) Use computer software marked with restricted rights legends only in performance of contract number To Be Determined. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share; or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others unless expressly permitted in writing by the licensor whose name appears in the restrictive legend.

(iv) Use, modify, reproduce, release, perform, display, or disclose data marked with special license rights legends Omit.

(2) The recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these data from inadvertent release or disclosure to unauthorized third parties.

(3) The recipient agrees to accept these data "as is" without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding data specified in a contract for the performance of that contract.

(4) The recipient may enter into any agreement directly with the contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these data.

(5) The recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of data received from the Government with restrictive legends by the recipient or any person to whom the recipient has released or disclosed the data.

(6) The recipient is executing this agreement for the benefit of the contractor. The contractor is a third party beneficiary of this agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the recipient or any other person to whom the recipient has released or disclosed the data, to seek damages from any breach of this agreement, or to otherwise enforce this agreement.

(7) The recipient agrees to destroy these data, and all copies of the data in its possession, no later than 30 days after the date shown in paragraph (8) of this agreement, to have all persons to whom it released the data do so by that date, and to notify the contractor that the data have been destroyed.

(8) This agreement shall be effective for the period commencing with the recipient's execution of this agreement and ending upon the end of period of performance. The obligations imposed by this agreement shall survive the expiration or termination of the agreement.

[Insert business name. __________________________________]

Recipient's Business Name

[Have representative sign. __________________________________]

Authorized Representative

[Insert date. __________________________________]

Date

[Insert name and title. __________________________________]

Representative's Typed Name and Title

(End of clause)

3452.239-71 Department information security and privacy requirements. (OCT 2023)

(a) The Contractor shall, at all times, maintain compliance with the most current version of Department security requirements as set forth in "Department Information Security and Privacy Requirements." These requirements are posted at http://www.ed.gov/fund/contract/about/bsp.html.

(b) The Contractor shall be notified when the "Department Information Security and Privacy Requirements" have been updated.

(c) If any such change causes a material increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contractor may request an equitable adjustment to the contract price or the delivery schedule, as applicable. The Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract.

(d) The Contractor must assert its right to an equitable adjustment under this clause within 30 days from the date of receipt of notice of the changed requirement. However, if the Contracting Officer determines that the facts justify it, the Contracting Officer may receive and act upon the Contractor's request for equitable adjustment submitted before final payment of the contract. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

(e) The Contractor shall incorporate the substance of this clause, its terms and requirements, including this paragraph, in all subcontracts, and require written subcontractor acknowledgement of the same. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

(f) Failure to comply with this clause, including the embedded Department Information Security and Privacy Requirements, may result in a termination of the contract for default or cause.

(g) Performance of this contract [X] does include [ ] does not include the following:

access to, collection of, or maintenance of information on behalf of the Department; or Department information technology (IT) products, systems, or hardware that are (1) used or operated by the Contractor on behalf of the Department, or (2) used in the performance of services or the furnishing of products. IT products, systems, hardware, and services include agency-hosted, outsourced, and cloud-based solutions, as well as incidental IT equipment that is acquired by the Contractor to support contract performance. When "does include" is selected, the categorizations shown below apply:

(1) In accordance with the Federal Information Processing Standard (FIPS 199), Standards for Security Categorization of Federal Information and Information Systems, the Information Security Categorization applicable to each security objective has been determined to be:

Confidentiality: [ ] Low [X] Moderate [ ] High

Integrity: [ ] Low [X] Moderate [ ] High

Availability: [ ] Low [X] Moderate [ ] High

Overall Risk Level: [ ] Low [X] Moderate [ ] High

(2) Performance of this contract [X] does involve [ ] does not involve Personally Identifiable information (PII) as defined in OMB A-130 (2016).

(3) Performance of this contract [X] does involve [ ] does not involve "Controlled Unclassified Information" as defined in 32 CFR 2002.4(h).

(End of Clause)

52.212-4 Terms and Conditions-Commercial Products and Commercial Services. (NOV 2023) (Deviation AUG 2025) - Alternate I (NOV 2021) (Deviation AUG 2025)

(a) The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference. As used in this clause-

Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(1) Performed by the contractor;

(2) Performed by the subcontractors; or

(3) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

Materials means-

(1) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(2) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(3) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(4) The following subcontracts for services which are specifically excluded from the hourly rate: None; and

(5) Indirect costs specifically provided for in this clause.

Subcontract means any contract, as defined in FAR 2.101, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract at all places and times before acceptance.

The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (b)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. N/A

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (b)(4) and (5) of this clause, the Government may, at any time, require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(c) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(d) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(e) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. Examples of occurrences include acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. When an excusable delay occurs, the Contractor shall-

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees, and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract.

Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall-

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other direct costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause:

None

(2) Indirect costs (material handling, subcontract administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: None

(2) Total cost. The total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment-

(A) The original timecards (paper-based or electronic);

(B) The Contractor's timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost-

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government will pay any such increases within 30 days, unless the parties agree otherwise. The Contractor's payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B)…