Appendix A-71SOFT-14-AUG-2024.pdf

ANL-71SOFT (August 14, 2024)

APPENDIX A

Argonne Terms and Conditions

For Software

The clauses below that reference Federal Acquisition Regulations (FAR) and Department of Energy Acquisition Regulations (DEAR) citations are based on such clauses with modifications to identify appropriate parties and are not quoted verbatim from such regulations. The clause dates provided are for the most recent versions of the clause current as of the contract issuance date. Full text of the

FAR/DEAR clauses are available at: https://www.acquisition.gov To the extent a FAR/DEAR clause is inapplicable, it is deemed null, void, and deleted for the purposes of this purchase. .

Definitions: As used herein, “Argonne National Laboratory,” “Argonne,” “ANL” and “Laboratory” are used interchangeably to mean Argonne National Laboratory, operated by UChicago Argonne, LLC, acting under Prime Contract No. DE-A02-06CH11357 between UChicago Argonne, LLC and the Government for the operation of Argonne National Laboratory. “Government” means the United States of America and includes the United States Department of Energy (“DOE”) or any duly authorized representative thereof. “Laboratory Procurement Official” means the person identified in the body of the agreement as the authorized contact for the Contractor. All references to “Contracting Officer” should be directed to the “Laboratory Procurement Official” for further guidance. The Micro-Purchase Threshold is currently

$10,000 and the Simplified Acquisition Threshold (SAT) is currently $250,000.

1. ASSIGNMENT (OCT 1999)

2. CHANGES (OCT 2018)

3. CONDUCT OF EMPLOYEES (SEP 2023)

4. CYBERSECURITY AND IT ACQUISITIONS (FEB 2024)

5. EXPORT LICENSE AGREEMENT (AUG 2002)

6. LIMITATION OF LIABILITY (OCT 2018)

7. OTHER COMPLIANCES (OCT 2018)

8. PAYMENTS (NOV 2023)

9. PUBLIC RELEASE OF INFORMATION (JUL 2023)

10. STATE AND LOCAL TAXES (APR 1984)

11. TERMINATION FOR CAUSE (OCT 2018)

12. TERMINATION FOR THE LABORATORY’S CONVENIENCE (OCT 2018)

13. WARRANTY OF SERVICES

14. WARRANTY OF SUPPLIES

15. MISCELLANEOUS

16-44. CLAUSES INCORPORATED BY REFERENCE

https://www.acquisition.gov/

1. ASSIGNMENT (OCT 1999)

Neither this contract nor any interest therein nor claim there under shall be assigned or transferred by the contractor except as expressly authorized in writing by the

Laboratory; provided, that the contractor or its assignee's rights to be paid amounts due as a result of performance of this contract may be assigned to a bank, trust company or other financing institution, including any Federal lending institution. The Laboratory may assign this contract to a successor operator of the Laboratory.

2. CHANGES (OCT 2018)

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

3. CONDUCT OF EMPLOYEES (SEP 2023)

The Contractor acknowledges the Laboratory’s Code of Conduct and shall be responsible for maintaining satisfactory standards of employee competency, conduct, and integrity. The Contractor shall be responsible for taking such disciplinary action with respect to its employees as may be necessary. The Contractor shall immediately remove from the work any employee of the Contractor who, in the sole discretion of the Laboratory, fails to meet the expectations found in the

Laboratory’s Code of Conduct, or Contractor’s substantially similar code,with respect to technical performance or personal conduct. The Laboratory’s Code of

Conduct may be found at https://www.anl.gov/argonne-code-of-business-ethics-and-conduct.

4. CYBERSECURITY AND IT ACQUISITIONS (FEB 2024)

Prior to use under this contract, all information technology, including both hardware and software, shall be compliant with appropriate information technology security policies and requirements, including, for example, use of common security frameworks such as Service Organization Control (SOC2), Payment Card

Industry Data Security Standard (PCI-DSS), Health Information Trust Alliance (HITRUST) or those from the International Organization for Standardization (ISO) and National Institute of Standards and Technology (NIST) and use of configurations available from the National Institute of Standards and Technology’s website at http://checklists.nist.gov commensurate with the mission of the contract and conducive to the research and development efforts of the Contractor. This requirement shall be included in all subcontracts, as appropriate, which are for information technology acquisitions.

Contractor agrees that it will adopt and implement its own commercially reasonable policies, procedures and systems to provide security as to the Laboratory data or information to be received, stored, transmitted or accessed under this Agreement (“Data”) in a secure manner to prevent loss, theft or unauthorized access to the Data (“Data Breach”). Upon becoming aware of a Data Breach, Contractor shall: (1) notify the Laboratory as promptly as reasonably practicable (and, in any event, within 10 business days); (2) provide timely information relating to the Data Breach as it becomes known or as is reasonably requested by the

Laboratory; (3) promptly take reasonable steps to contain and investigate any Data Breach; and (4) work with the Laboratory to agree who will issue notification of the Data Breach to relevant third parties if the Data Breach is relevant to both the Contractor and the Laboratory. Contractor shall, to the extent permitted by law, indemnify and hold the Laboratory the University of Chicago, and the United States Government, and their directors, officers, trustees, agents, servants, and employees harmless with respect to any and all losses, costs, damages and/or expenses incurred in connection with any such Data Breach or unauthorized disclosure or loss, including, without limitation, costs of notice provided by the Laboratory to affected persons.

5. EXPORT LICENSE AGREEMENT (AUG 2002)

The contractor understands that the materials and/or information being transmitted under the performance of this contract may be subject to U.S. Government laws and regulations regarding export or re-export. This includes deemed exports which are any communication of technical data to a foreign national, whether it takes place in the United States or abroad. Technical information (data) provided to a foreign national verbally, by mail, by telephone or facsimile, through visits or workshops, or through computer networking is an export. If a foreign national observes equipment or a process, it may constitute an export of technical data, if significant details are revealed. It is solely the contractor’s obligation to obtain all appropriate export licenses, keep required records, and comply fully with all export control statutes and regulations. Unless authorized by appropriate government license or regulation, contractor agrees not to export directly or indirectly any technology, software or materials provided by the Laboratory. Contractor shall be solely liable for any violation of export control statutes or regulations, and shall indemnify and hold the Department of Energy, UChicago Argonne, LLC, and the Laboratory harmless from any liability that may arise for any such violation.

6. LIMITATION OF LIABILITY (OCT 2018)

Except as otherwise provided by an express warranty, the Contractor will not be liable to the Laboratory for incidental, special, or consequential damages resulting from any defect or deficiencies in accepted items.

7. OTHER COMPLIANCES (OCT 2018)

The contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

8. PAYMENTS (NOV 2023)

Payment shall be made for items accepted by the Laboratory that have been delivered to the delivery destinations set forth in this contract. Also, payment will be made for services accepted by the Laboratory prior to payment. Upon the submission of proper invoices or vouchers, the Laboratory shall make payment at the prices stipulated in this contract by electronic funds as the preferred method, however, check payment is an option or as the parties may otherwise agree. In connection with any discount offered for early payment, time shall be computed from the date the invoice is received at the Laboratory. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the date on which an electronic funds transfer was made.

9. PUBLIC RELEASE OF INFORMATION (JUL 2023)

The Argonne National Laboratory (Laboratory) does not endorse products or services. Accordingly, the Supplier agrees not to use the Laboratory’s name or the

University of Chicago or UChicago Argonne, LLC on any of its projects or programs, or identifying characteristics of any of these for advertising, marketing, or other promotional purposes, raising of capital, recommending investments, sale of securities, or in any way that implies endorsement by the Laboratory, University of Chicago, or DOE. Any media releases concerning this Agreement are prohibited without written consent by the Procurement Specialist.

10. STATE AND LOCAL TAXES (APR 1984)

Notwithstanding the terms of the Federal, State, and Local Taxes clause, the contract price excludes all State and local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The Contractor shall state separately on its invoices taxes excluded from the contract price, and the Government agrees either to pay the amount of the taxes to the Contractor or provide evidence necessary to sustain an exemption.

https://www.anl.gov/argonne-code-of-business-ethics-and-conduct http://checklists.nist.gov/

11. TERMINATION FOR CAUSE (OCT 2018)

The Laboratory may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Laboratory, upon request, with adequate assurances of future performance. In the event of termination for cause, the Laboratory shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Laboratory for any and all rights and remedies provided by law. If it is determined that the Laboratory improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

12. TERMINATION FOR THE LABORATORY’S CONVENIENCE (OCT 2018)

The Laboratory reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Laboratory using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Laboratory any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

13. WARRANTY OF SERVICES (MAR 2024)

The contractor warrants that all services performed under the contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements in this contract.

14. WARRANTY OF SUPPLIES (AUG 2024)

The contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

15. MISCELLANEOUS (MAR 2024)

Argonne will not be obligated to pay any amount above the purchase order obligated amount or incrementally funded amount, any penalties or interest, or for any term beyond the purchase order obligated term or incrementally funded term. Contractor may not increase subscription, maintenance or like fees absent Argonne’s prior written consent. No rights, title or interests in or to any of Argonne’s intellectual, intangible or tangible property are assigned, transferred or granted, except the limited, temporary, revocable non-exclusive right to access or use to the extent necessary for you to fulfill your responsibilities, duties and liabilities owed to

Argonne. Argonne will not be subject to audit or disclosure except to the extent required by U.S. law or authorized by DOE under the Prime Contract, but Argonne will cooperate in good faith to provide a reasonable inspection and certification of compliance with license requirements by Argonne’s CIO or equivalent. DOE may access anything supplied to Argonne to the extent provided by federal laws, regulations or the Prime Contract. All travel expenses that may be reimbursed by Argonne under cost-reimbursable terms will be subject to advance approval by it and comply with its Travel Policy for Contractor Personnel for Commercial

Orders, which Argonne will supply to you upon request. Except for source code or to the extent otherwise separately agreed to in writing, Argonne will not be obligated to maintain the confidentiality of any information either not identified in writing as “confidential” at the time of disclosure or for a period of more than five

(5) years. Non-U.S. citizens must obtain advanced review and approval from Argonne’s Director or his/her designee in accordance with Argonne’s procedures before accessing any Argonne facility, site or information systems. The Contract Disputes Act is inapplicable and any dispute between the parties that cannot be resolved by good faith negotiations shall be adjudicated in the U.S. Any provision requiring Argonne to provide indemnification in Contractor’s terms and conditions is deemed null, void, and stricken.

16. DEAR 970.5204-2 – LAWS, REGULATIONS AND DOE DIRECTIVES (DEC 2000)

List B

IMPORTANT: The DOE directives listed in the table below contain requirements relevant to the scope of work under this contract. In most cases, the requirements applicable to the contractor are contained in a Contractor Requirements Document (CRD) attached to the DOE directive.

Directive No. Directive Title

O221.2A Cooperation with the Office of Inspector General – The CRD (Attachment 1) sets forth contractor requirements. The CRD must be included in all DOE major facilities management contracts. The requirements contained in the CRD may be included in other contracts at DOE sites when deemed appropriate and negotiated into individual contracts.

17. DEAR 970.5225-1 – COMPLIANCE WITH EXPORT CONTROL LAWS AND REGULATIONS (EXPORT CLAUSE) (NOV 2015)

18. DEAR 970.5227-4 – AUTHORIZATION AND CONSENT (AUG 2002)

19. DEAR 970.5227-5 – NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (DEC 2000) Applies to any award over SAT

20. FAR 52.203-6 – RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020) (ALT 1) Applies to contracts greater than SAT.

21. FAR 52.203-12 – LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 2020) Applies to contracts >$150,000.

22. FAR 52.203-13 – CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021) Applies to contracts >$6M with a performance period of more than 120 days.

23. FAR 52.203-17 – CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS (JUN 2020)

24. FAR 52.203-19 – PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)

25. FAR 52.204-21 – BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021) Applies when contractor has Federal contract information residing in or transiting through its information system.

26. FAR 52.204-23 – PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY

LAB AND OTHER COVERED ENTITIES (NOV 2021)

27. FAR 52.204-25 – PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILANCE SERVICES OR

EQUIPMENT (NOV 2021) Applies to all contracts, but section (B)(2) is intentionally omitted from this clause.

28. FAR 52.219-8 – UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018) Applies to contracts that offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the contractor must include this clause in lower tier subcontracts that offer subcontracting opportunities.

29. FAR 52.222-21 – PROHIBITION OF SEGREGATED FACILITIES (APR 2015) Applies if FAR 52.222-26 applies.

30. FAR 52.222-26 – EQUAL OPPORTUNITY (SEPT 2016) Applies if contractor is awarded more than $10,000 in Federal contracts in the last 12 months.

31. FAR 52.222-35 – EQUAL OPPORTUNITY FOR VETERANS (JUN 2020) Applies to contracts >$150,000.

32. FAR 52.222-36 – EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020) Applies to contracts >$15,000.

33. FAR 52.222-37 – EMPLOYMENT REPORTS ON VETERANS (JUN 2020) Applies to contracts >$150,000.

34. FAR 52.222-40 – NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) Applies to contracts

>$10,000, performed in the United States.

35. FAR 52.222-50 – COMBATING TRAFFICKING IN PERSONS (NOV 2021)

36. FAR 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984) Applies if contractor is required to design, develop, or operate a system of records on individuals subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and applicable agency regulations.

37. FAR 52.224-2 PRIVACY ACT (APR 1984) Applies to contracts when contractor employees will have access to a system of records; create collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or design, develop, maintain, or operate a system of records.

38. FAR 52.224-3 – PRIVACY ACT TRAINING (JAN 2017) Applies to contracts when contractor employees will have access to a system of records; create collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or design, develop, maintain, or operate a system of records.

39. FAR 52.225-13 – RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2021)

40. FAR 52.226-8 – ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (JUN 2020) Applies to contracts greater than the micro-purchase threshold.

41. FAR 52.232-39 – UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

42. FAR 52.232-40 – PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS (NOV 2021)

43. FAR 52.242-15 – STOP WORK AUTHORITY (AUG 1989)

44. FAR 52.244-6 – SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2022) Applies to subcontracts under this contract.