Addendum to Commercial License Agreement.docx

Addendum to License Agreement

The Offeror, [enter Offeror company legal name], hereby submits this Addendum as an attachment to the License Agreement (whether called an End User License Agreement, Terms of Use, Software License Agreement, Licensed Software Agreement, or some other name) submitted with its proposal in response to Solicitation PANAPG-24-P-0000 03748. If the Government enters into a binding contract as a result of its proposal, the Offeror agrees in the event of any conflict or inconsistency between the terms in this Addendum and the terms of the License Agreement, the terms of this Addendum will supersede and be controlling. The Offeror agrees that this Addendum will become a binding part of a contract with the Government in the event its quotation is accepted and selected for award.

The Government accepts commercial terms in a License Agreement only to the extent that those terms do not conflict with Federal law and only to the extent those terms meet the Government’s needs. The following terms, when they appear in a License Agreement, have been determined unacceptable to the Government as a result of a conflict with Federal law or as a result of incompatibility with the Government’s needs. Any such terms in License Agreement will be null and void as between the offeror and the Government, and those terms will have no force or effect in any resulting contract. The “Contractor” in the following terms of the table below means the licensor, the offeror, and/or manufacturer of the software product of this License Agreement that the offeror has submitted its proposal for the Government.

If the Government accepts and selects the proposal for award, then the Contractor agrees as follows:

Recourse against the United States for any alleged breach of this License Agreement must be as a dispute under the contract disputes clause (Contract Disputes Act).

While a dispute is pending, the Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer. The Government expressly acknowledge that the Contractor shall have standing to bring such claim under the Contract Disputes Act 41 U.S.C. § § 601-613.

§ 516. Any such clause requiring patent indemnity is hereby stricken and deleted from the contract in its entirety, replaced by:

The Contractor cannot assume responsibility for or control of the litigation or any settlement negotiations, provided however, the Government (i) agrees that any litigation or settlement negotiation shall not bind the Contractor, in any way, to the final outcome of any such litigation or settlement; (ii) shall not impair the Contractor's own rights, defenses, or claims against the claimant, and (iii) shall not have the right to settle any claim, make any admissions, or waive any defenses on behalf of the Contractor.

clause requiring automatic renewal is hereby stricken and deleted from the contract in its entirety, replaced by:

If any license or service tied to periodic payment is provided under this License Agreement (e.g., annual software maintenance), such license or service shall not renew automatically upon expiration of its current term without prior express written Government approval by a warranted contracting officer.

Audit

Any clauses that give the Contractor the right to audit the Government’s use of software licenses do not meet the Government’s needs as a matter of security. Additionally, the Government does not agree to any clauses relating to the payment of audit fees or costs because they may violate the Anti-Deficiency Act, 31 U.S.C. § 1341(a)(1)(B). Any such clause requiring audit of Government’s use of software or the Government’s payment of audit fees and costs is hereby stricken and deleted from the contract in its entirety.

Equitable relief and the award of attorney’s fees, costs, or interest are only allowed to the extent permitted by statute (e.g., the Prompt Payment Act or Equal Access to Justice Act). Disputes will be resolved according to the disputes clause.

Venue and jurisdiction for any disputes are determined by the applicable federal statute (e.g., Contract Disputes Act) or by the Federal Acquisition Regulation. Any disputes arising under or related to this contract and License Agreement will be governed by applicable federal statutes and regulations, not the laws of any particular U.S. state.

Recourse against the United States for any alleged breach of this License Agreement must be made under the terms of the contract disputes clause (Contract Disputes Act).

While a dispute is pending, the Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and must comply with any decision of the Contracting Officer.

Assignment of government contracts without the Government’s prior approval is prohibited by statute, except for assignment of payment to a financial institution, which must comply with the Assignment of Claims Act (31 U.S.C. § 3727, 41 U.S.C. § 15) and Federal Acquisition Regulation Subpart 32.8.

Neither the License Agreement nor the price list shall be deemed “confidential” or “proprietary” information notwithstanding any marking to that effect. The Freedom of Information Act (FOIA) governs what information must be disclosed and what information may be withheld by the Government.

Government.

The offeror has read, understood, and agrees to all the terms of this Addendum, and agrees that this Addendum will become part of any resultant contract, and will abide by its provisions. The undersigned represents that he/she has full authority to sign this document and agree to its terms on behalf of the Contractor.

Signature of Offeror Authorized Representative Date

Name of Offeror Authorized Representative

Title/Position of Offeror Authorized Representative