Section_L_Atch_8-Software_License_Ground_Rules.pdf

Solicitation FA8617-17-R-6219 Section L – Attachment 8

Software License Agreements Ground Rules and Assumptions

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Software License Agreements Ground Rules and Assumptions

1. The license shall not subject the Government to the laws of a particular jurisdiction.

2. The license shall not comment on the entitlement to attorney fees if a matter goes to trial.

3. The license shall not attempt to have an individual other than a warranted Contracting Officer bind the Government to certain terms and conditions.

4. The license shall not be inconsistent with the Prompt Payment Act.

5. The license shall not attempt to impose a vendor lock-out provision – a mechanical or electronic method imbedded in the system that prevents unauthorized use or distribution of the program. This method can result in an impermissible unilateral change to the contract initiated by the vendor and involve a vendor having free access to a computer system that must be secure.

6. The license shall not state that it sets forth the entire agreement between the vendor and the Government because applicable Federal laws and regulations always govern Federal contracts and any license that will transfer to the Government would also be subject to all other terms of the contract.

7. The license shall not impose an automatic renewal provision on the Government or the possibility of unilateral price increases.

8. The license shall not permit the vendor to unilaterally deactivate the software, unilaterally terminate the license, or unilaterally change the license or contract.

9. The license shall not require the Government to pay any taxes or duties.

10. The license shall not disclaim all warranties through use of an “as is” provision or provide worthless warranties, with broad limitations of liability and disclaimers. This shows a lack of commitment to quality and that an offeror has chosen vendors that do not stand behind their products. The applicable regulations (e.g., FAR 12.404(b)(2)) require some warranty of the product.

11. The license shall not state the sole remedy available to the Government is the refund of money.

12. The license shall not be inconsistent with either FAR 52.233-1, DISPUTES (JUL 2002) or its ALTERNATE I (DEC 1991).

13. The license shall not create a contingent liability for the Government.

14. The license shall not restrict the Government from using the product at various sites nor use of the product by various Government agencies or third parties performing work on behalf of the Air Force related to the APT Program. In performance of the APT Program, Government

Solicitation FA8617-17-R-6219 Section L – Attachment 8

Software License Agreements Ground Rules and Assumptions

- 2 -personnel as well as Government contractors may use the software. Additionally, the software may be used at Government sites and Government contractor sites and the sites may change over time. The software license shall be flexible to accommodate this situation.

15. The license shall not include non-substitution language that would preclude or limit the Government from switching to another vendor/reseller and/or another product to fulfill APT Program requirements.

16. The license shall not be inconsistent with either FAR 52.246-2, INSPECTION OF SUPPLIES – FIXED-PRICE (AUG 1996), or its ALTERNATE I (JUL 1985), or FAR 52.246-7, INSPECTION OF RESEARCH AND DEVELOPMENT – FIXED-PRICE (AUG 1996).

17. The license shall not be inconsistent with either DFARS 252.246-7001, WARRANTY OF DATA (DEC 1991) or its ALTERNATE I (DEC 1991).

18. The license shall not be inconsistent with either FAR 52.249-8, DEFAULT (FIXED- PRICE SUPPLY AND SERVICE) (APR 1984) or FAR 52.249-9, DEFAULT (FIXED-PRICE

RESEARCH AND DEVELOPMENT) (APR 1984).

19. The license shall not include a waiver of special damages.

20. The license shall not include a waiver of liability in tort.

21. Open source software shall not be used unless the offeror adequately demonstrates in its proposal: (a) how the use of this software is consistent with Air Force security requirements; (b) that the software, if modified, will not be required to be provided to any third party; (c) that the software, if modified, will not be subject to the Arms Export Control Act; and (d) that the software, if modified, will not be classified.

22. The license shall not restrict the ability of the prime contractor to license or transfer the software to the Government, or restrict the right of the Government to release or disclose the computer software outside the Government, and to authorize the recipient of such computer software to use, modify, release, perform, display, or disclose the computer software for the purpose of supporting any and all organizational and depot level maintenance activities for the

APT.

23. The license shall not attempt in any manner to limit or otherwise become a substitute for the solicitation or resulting contract.