Federal Supply Schedule GS24F0806A

TEST AND MEASUREMENT EQUIPMENT, AVIATION INSTRUMENTS

AND EQUIPMENT, AIRCRAFT COMPONENTS, MAINTENANCE AND

REPAIR SERVICES AND UNMANNED SCIENTIFIC VEHICLES

General Services Administration Federal Supply Service

Authorized Federal Supply Schedule Price List

Agilent Technologies, Inc.

Headquarters: Santa Clara, CA.

Orders: 1-800-829-4444, Fax: 1-800-829-4433 Web: http://www.agilent.com/gsa/ Email: usa_orders@agilent.com

Large Business

March 2009

GSA Contract Number GS-24F-0806A FSC Group 66, Part II, FSC Classes 5985, 6625

Contract Period: June 30, 1993 through May 31, 2013

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!, a menu-driven database system. The Internet address for GSA Advantage! is: www.GSAAdvantage.gov.

For more information on ordering from Federal supply Schedules click on the FSS Schedules button at www.gsa.gov .

TABLE OF CONTENTS

INFORMATION FOR ORDERING ACTIVITIES AND GSA GENERAL TERMS AND CONDITIONS 1

1A. AWARDED SPECIAL ITEM NUMBERS 1

1B. LOWEST PRICE ITEM 1

2. MAXIMUM ORDER 1

3. MINIMUM ORDER 2

4. GEOGRAPHIC COVERAGE (DELIVERY AREA) 2

5. POINTS OF PRODUCTION 2

6. PRICES AND DISCOUNTS 2

7. QUANTITY DISCOUNTS 3

8. PAYMENT TERMS 3

9. CREDIT CARD ORDERS 3

10. FOREIGN ITEMS 3

11A. TIME OF DELIVERY 3

11B. EXPEDITED DELIVERY - NOT APPLICABLE TO THIS CONTRACT. 4

11C. OVERNIGHT AND 2-DAY DELIVERY - NOT APPLICABLE TO THIS CONTRACT. 4

11D. URGENT REQUIREMENTS - NOT APPLICABLE TO THIS CONTRACT. 4

12. F.O.B. POINTS 4

13. ORDERING ADDRESSES/INFORMATION 4

14. PAYMENT ADDRESSES 4

15. WARRANTY 5

16. SHIPMENT, PACKAGING AND PACKING & EXPORT PACKING CHARGES 5

17. PAYMENT BY GOVERNMENT COMMERCIAL PURCHASE CARD (MAR 2000)

GSAR 552.232-77 5

18. TERMS & CONDITIONS OF MAINTENANCE, REPAIR AND SUPPORT 6

19. TERMS & CONDITIONS OF INSTALLATION 6

20. TERMS & CONDITIONS OF REPAIR PARTS - N/A 6

21. SERVICES & DISTRIBUTION POINTS - N/A 6

22. PARTICIPATING DEALERS - N/A 6

23. PREVENTIVE MAINTENANCE - N/A 6

24. ENVIRONMENTAL ATTRIBUTES, E.G., RECYCLED CONTENT, ENERGY EFFICIENCY,

AND/OR REDUCED POLLUTANTS- N/A 6

25. DATA UNIVERSAL NUMBER SYSTEM: 05-821-5778 7

26. CENTRAL CONTRACTOR REGISTRATION: AGILENT IS REGISTERED IN CCR. 7

27. ACCEPTANCE 7

28. LICENSES 7

29. INTELLECTUAL PROPERTY CLAIMS 7

30. LIMITATION OF LIABILITY AND REMEDIES 8

31. OTHER GENERAL TERMS 8

ADDITIONAL INFORMATION 9

AGILENT EXTENDED SUPPORT SERVICE OPTIONS 12

TEST AND MEASUREMENT SYSTEM SUPPORT SERVICE 15

CUSTOMER RETURN TO AGILENT CALIBRATIONS AND OPTIONS SERVICE 20

ON-SITE CALIBRATION SERVICE 23

AGILENT CUSTOMER RETURN REPAIR SERVICE 25

PER INCIDENT SUPPLEMENTAL GSA TERMS 27

AGILENT TECHNOLOGIES UNITED STATES CUSTOMER SERVICE CENTERS 29

TECHNICAL TRAINING AND TECHNICAL/APPLICATION DEVELOPMENT SERVICES 30

APPENDIX A: WARRANTY / SUPPORT SOLD UPFRONT / INSTALLATION CLASSIFICATIONS 36

TABLE OF CONTENTS

PRODUCT LISTING: http://www.agilent.com/gsa

SPECIAL ITEM NUMBERS

602-1 Antennas 602-5 Amplifiers/MM Wave and Directly Related Components.

602-7 Standards and Calibrators Instruments 602-14 Chart Recorders, Data Acquisition and Data Logging Systems 602-17 Laboratory, Bench and Rack, Power Supplies, Programmable 627-1 Oscilloscopes and Video Signal Monitors and Analyzers 627-2 Signal Analyzers 627-3 RF Communication Monitors, Testers and Analyzers and Global Positioning System 627-5 Audio Distortion Analyzers 627-6 Electronic Noise Analyzers/Meters 627-7 Network Analyzers 627-9 Digital Logic Analyzers and Generators 627-10 Component Analyzers and Testers 627-11 PC Board and IC Circuit Testers 627-12 Telecom Line Testers and Analyzers 627-13 Datacom Equipment Testers and Analyzer 627-14 Lightwave Test Instruments 627-15 Signal Generators and Accessories 627-17 Signal Generator, Audio and Video 627-18 Signal Generator, Microwave and Accessories 627-22 Electronic Counters and Frequency Meters 627-23 Multi-Meters 627-27 Line Power & Signal Power Meters and Line Power Consumption Meters 627-29 Resistance and Conductive Meters and Bridges 627-30 Reactance and Impedance Meters and Bridges 627-31 Inductance, Capacitance Met6ers, Bridges, Accessories 627-33 Modular Instruments, Mainframes 627-2000 Equipment Maintenance 627-2001 Pre-Purchase Calibration 627-2002 Post-Purchase Calibration 627-2003 Extended Warranty 627-2004 Service Agreements 627-2005 Technical Training and Support 627-2006 Technical/Application Development Support sA

INFORMATION FOR ORDERING ACTIVITIES AND GSA GENERAL TERMS AND CONDITIONS

This information pertains to Products and Support and the license of Software by Agilent Technologies, Inc. (Agilent) and its subsidiaries.

Definitions

a) “Applicable Trade Term” means the term defined in Incoterms 2000, agreed by the parties, and documented in the quotation.

b) “Customer’s Personal Data” means Customer’s personal data or other personal data in Customer’s control, including but not limited to names, telephone numbers and e-mail addresses.

c) "Delivery” means the date when Agilent places the Product(s) at the Customer’s or Customer’s representative’s disposal at the address agreed to by Agilent in accordance with the Applicable Trade Term.

d) "Support" means any standard service such as hardware maintenance, calibration and repair;

Software updates and maintenance; or education and training. "Custom Support" means Support adapted to meet Customer requirements.

e) "Exhibits,” means attachments that describe or otherwise apply to the sale or license of Products or Support.

f) "Product(s)" means any hardware sold or Software licensed under this Agreement that are determined by Agilent to be available from Agilent upon receipt of Customer’s order. "Custom Products" means Products manufactured or configured to meet Customer requirements.

g) "Software" means one or more computer programs in object code format, whether stand-alone or bundled with other Products, and related documentation provided to Customer under this Agreement.

h) "Specifications" means specific technical information about Products, which is published by Agilent in effect on the date Agilent ships Customer's order.

1a. Awarded Special Item Numbers

Refer to table of contents for special item numbers.

1b. Lowest Price Item

Refer to product pages.

2. Maximum Order

a) The maximum order threshold (MO) for this contract is $300,000 for the total order. The dollar value for any Special Item Number (SIN) ordered, whether ordered separately or in combination with other Special Item Numbers, is $300,000.

b) A delivery order that exceeds the Maximum Order can be placed under the contract in accordance with FAR 8.404.

3. Minimum Order

a) Orders will not be accepted if their total net value is less than $100 after subtracting the discount.

Product orders must reference this Contract, be issued during the applicable Contract Period, and specify delivery within 180 days from order date.

b) Customer will specify Ship To addresses within the geographic coverage and delivery area of this contract.

c) Customer may cancel orders for Products prior to shipment at no charge. Customer will pay all charges for returning Products to Agilent's shipping location if Product orders are canceled after shipment.

4. Geographic Coverage (Delivery Area)

The geographic coverage and delivery area of this contract is the 50 states, the District of Columbia, and Puerto Rico. For other overseas destinations Agilent Technologies will deliver to port of embarkation

(FAR 52.247-34).

Overseas activities may place orders directly with Agilent for delivery to OCONUS (outside continental United States) ports or consolidation points which shall be considered the F.O.B. Destination point (FAR 52.247-34) and acceptance points for payment purposes. Overseas shipments shall also be considered accepted for payment purposes when made to F.P.O. and A.P.O. addresses, provided that inspection and acceptance will be at the origin in these overseas shipment situations.

5. Points of Production

United States

Colorado Springs, El Paso County, Colorado Lake Stevens, Snohomish County, Washington Liberty Lake, Spokane County, Washington Loveland, Larimer County, Colorado Santa Clara, Santa Clara County, California Santa Rosa, Sonoma County, California

Foreign Countries

Melbourne, Victoria, Australia Gent, Belgium – Rotselaar, Belgium Plan-les-Ouates, Geneva, Switzerland Hamburg, Hamburg, Germany – Boeblingen, Baden-Wurttemberg, Germany Naerum, Denmark South Queensferry, West Lothian, Scotland, UK Cernusco sul Naviglio, Milan, Italy – Roma, Rome, Italy Hachioji, Tokyo-To, Japan – Kobe, Hyogo-Ken, Japan Suwon, Korea – Seoul, Korea – Taejeon, Korea – Taegu City, Korea Amstelveen, Netherlands Singapore, Singapore

6. Prices and Discounts

a) All products included in contract GS-24F-0806A are listed in Agilent Technologies' website:

http://www.agilent.com/gsa. Prices shown are net (discount deducted). Models may not be combined for a larger discount. Unless otherwise indicated on the quotation, prices include shipping and handling charges.

b) Prices in this contract are based solely on the terms and conditions of this contract. Support prices, except for prepaid and Custom Support may be changed by Agilent upon sixty (60) days written notice.

c) Prices exclude any sales, value added or similar tax which will be payable by Customer in addition to the purchase price if applicable. If exemption from taxes is claimed, Customer must provide a certificate of exemption.

7. Quantity Discounts

Refer to product pages.

8. Payment Terms

a) Net 30 days in accordance with Prompt Payment Act (31 U.S.C. 3903). Payment is due thirty (30) days from Agilent's invoice date. Invoices for contractual Support will be issued in advance of the Support period. Agilent may change credit or payment terms at any time should Customer's financial condition or previous payment record so warrant.

b) Agilent may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other Agilent agreement if, after ten (10) days written notice, the failure has not been cured.

9. Credit Card Orders

Government purchase cards are accepted above or below the micro-purchase threshold either by phone or FAX for amounts up to the maximum limit of the purchase card, in accordance with the terms and conditions of this contract. Reference clause GSAM 552.232-77 PAYMENT BY GOVERNMENT

COMMERCIAL PURCHASE CARD (MAR 2000) (ALTERNATE I-MAR 2000) 5

Should any Government agency require written confirmation of Government purchase made using a credit card, it is the Government's responsibility to provide that documentation.

To place a credit card phone order please call: 1-800-829-4444.

To place a credit card order by FAX, please send FAX to: FAX Number: 1-800-829-4433. Calls accepted from 6 a.m. to 6 p.m. MST.

E-mail orders: usa_orders@agilent.com .

10. Foreign Items

The Trade Agreement Act applies to this contract. All foreign-manufactured items are eligible products from designated countries as defined in the Trade Agreements Act (FAR 52.225-5).

11a. Time of Delivery

From date of receipt of order, most items in this contract shall be delivered within 90 days. For a few highly complex systems the delivery time may be up to 120 days. Agilent will make reasonable efforts to meet Customer's Delivery requirements. If Agilent is unable to meet Customer's Delivery requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.

Check with the Agilent's Government Business Center (identified in Item 13) for best delivery.

11b. Expedited Delivery - Not applicable to this contract.

11c. Overnight and 2-day delivery - Not applicable to this contract.

11d. Urgent Requirements - Not applicable to this contract.

12. F.O.B. Points

Prices shown are F.O.B. destination for the 50 states, the District of Columbia, and Puerto Rico. Prices for delivery to other overseas destinations are F.O.B. port of embarkation. Orders from foreign locations may be supplied from an Agilent facility outside the United States on a F.O.B. delivered basis.

13. Ordering Addresses/Information

Customers in the 50 states, the District of Columbia, and Puerto Rico should place orders directly with Agilent Technologies' Test & Measurement Business Center listed below. This also applies to U.S.

Military customers located overseas.

Agilent Technologies Test & Measurement P.O. Box 4026 Englewood, CO 80155-4026

Phone: 1-800-829-4444 Facsimile: 1-800-829-4433

Technical support: 1-800-452-4844 Business hours are 6:00 AM to 6:00 PM Mountain Time

E-mail orders: usa_orders@agilent.com.

14. Payment Addresses

All payments should be sent to one of the following remittance addresses as shown on the invoice:

Agilent Technologies 4187 Collections Center Drive Chicago, IL 60693

Overnight payments can be sent to:

Bank of America Lockbox Services Agilent Technologies, Inc.

4187 Collections Center Drive Chicago, IL 60693

CTX/CCD+ electronic payments may be paid to:

Bank of America, San Francisco, CA

ABA 121 000 358

Beneficiary: Agilent Technologies, Inc.

Beneficiary Account Number: 12331-31561

15. Warranty

a) Product warranty terms are provided with the Product, on quotations, upon request or at http://www.agilent.com/go/warranty_terms. Each Product receives a global warranty which includes the standard warranty for the country of purchase.

b) Agilent warrants the Agilent hardware Product against defects in materials and workmanship and that the Product will conform to Specifications. Agilent warrants that Agilent owned standard Software substantially conforms to Specifications.

c) If Agilent receives notice of a defect or non-conformance during the warranty period, Agilent will, at its option, repair or replace the affected Product. Customer will pay shipping expenses for return of such Product to Agilent. Agilent will pay expenses for shipment of repaired or replacement Product.

d) THE WARRANTIES IN THIS AGREEMENT ARE EXCLUSIVE, AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. AGILENT SPECIFICALLY

DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE AND NON-INFRINGEMENT.

16. Shipment, Packaging and Packing & Export Packing Charges

a) Agilent will ship best way prepaid according to Agilent's standard commercial practice. Agilent will make reasonable efforts to meet Customer's Delivery and shipment requirements. If Agilent is unable to meet Customer’s Delivery and shipment requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.

b) Title to hardware Products and risk of loss and damage will pass to Customer at the address agreed to by Agilent in accordance with the Applicable Trade Term.

c) Return Shipment for Calibration services: Agilent will charge a fee for returning covered Products to Customer via standard shipping and handling methods. Other shipment methods requested by Customer may be available at an additional fee

d) Agilent products are packaged to conform to the commercial standards and practices of the industry. For agencies requiring special military or export military specifications, or coded packaging, contact the nearest Agilent sales office in your area for the appropriate price. If special packing or shipping instructions are agreed, charges will be billed separately to Customer, and risk of loss and damage will pass to Customer on delivery to Customer's carrier.

e) Export packing charges is not included, but available outside the scope of this contract.

17. Payment by Government Commercial Purchase Card (MAR 2000) GSAR 552.232-77

a) Definitions.

"Government-wide commercial purchase card" means a uniquely numbered credit card issued by a contractor under GSA's Government-wide Contract for Fleet, Travel, and purchase Card

Services to named individual Government employees or entities to pay for official Government purchases.

"Oral order" means an order placed orally either in person or by telephone.

b) The Contractor must accept the Government-wide commercial purchase card for payments equal to or less than the micro-purchase threshold (see Federal Acquisition Regulation 2.101) for oral or written orders under this contract.

c) The Contractor and the ordering agency may agree to use the Government-wide commercial purchase card for dollar amounts over the micro-purchase threshold, and the Government encourages the Contractor to accept payment by the purchase card. The dollar value of a purchase card action must not exceed the ordering agency's established limit. If the Contractor will not accept payment by the purchase card for an order exceeding the micro-purchase threshold, the Contractor must so advise the ordering agency within 24 hours of receipt of the order.

d) The Contractor shall not process a transaction for payment through the credit card clearinghouse until the purchased supplies have been shipped or services performed. Unless the cardholder requests correction or replacement of a defective or faulty item under other contract requirements, the Contractor must immediately credit a cardholder's account for items returned as defective or faulty.

e) Payments made using the Government-wide commercial purchase card are not eligible for any negotiated prompt payment discount. Payment made using a Government debit card will receive the applicable prompt payment discount.

Credit Card Clearing House

For purposes of this contract, the clearinghouse identifies the nationally accepted credit card payment network being used by the Government commercial credit card contractor. (See Federal Supply Schedule IG 615, Government wide Commercial Credit Card Service.) The clearinghouse through which credit card payments will be processed is VISA.

18. Terms & Conditions of Maintenance, Repair and Support

Please refer to Exhibit WX and S0025.

19. Terms & Conditions of Installation

Please refer to Exhibit WX and S0025.

20. Terms & Conditions of Repair Parts - Not applicable to this contract (N/A)

21. Services & Distribution Points

See customer service center locations listed on page 29 of this document.

22. Participating Dealers - N/A

23. Preventive Maintenance - N/A

24. Environmental attributes, e.g., recycled content, energy efficiency, and/or reduced pollutants- N/A

25. Data Universal Number System: 05-821-5778

26. Central Contractor Registration: Agilent is registered in CCR.

27. Acceptance

a) For Products with installation included in the purchase price, acceptance occurs when the

Product passes Agilent’s installation and test procedures. For Products without installation included in the purchase price, acceptance occurs upon Delivery.

b) If Customer schedules or delays installation by Agilent more than thirty (30) days after Delivery, Customer acceptance of the Product(s) will occur on the thirty-first (31st) day after Delivery.

Overseas shipments shall be considered accepted for payment purposes when made to F.P.O.

and A.P.O. addresses, provided that inspection and acceptance will be at the origin in these overseas shipment situations.

c) Agilent will make reasonable efforts to meet Customer's Delivery and shipment requirements. If Agilent is unable to meet Customer’s Delivery and shipment requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.

d) Title to hardware and consumable Products and risk of loss and damage will pass to Customer upon delivery.

e) Customer may cancel orders for Products prior to shipment at no charge. Product returns are subject to Agilent approval and applicable charges.

28. Licenses

a) Agilent grants Customer a worldwide, non-exclusive, license to use Software for internal purposes in accordance with documentation provided with the Software. Agilent license terms or third party license terms included with such documentation will take precedence over these license terms. If the documentation does not include license terms, then Agilent grants Customer a license to use one copy of the Software on one machine or instrument, or a license as otherwise stated on the quotation.

b) Except as authorized by Agilent in writing or as permitted by law, Customer will not reverse engineer, reverse compile, or reverse assemble Software, modify or translate Software, or copy Software onto any public or distributed network.

c) Software and technical data rights granted to the federal government include only those rights customarily provided to end user Customers. Agilent provides this customary commercial license in Software and technical data pursuant to FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for the Department of Defense, DFARS 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).

29. Intellectual Property Claims

a) Agilent will defend or settle any claim against Customer that a Product infringes an intellectual property right, provided Customer promptly notifies Agilent in writing and provides control of the defense or settlement, and assistance, to Agilent.

b) In defending or settling an infringement claim under Section 29(a), Agilent will pay infringement claim defense costs, settlement amounts and court-awarded damages. If such a claim appears likely, Agilent may, at its option, modify or replace the Product or procure any necessary license.

If Agilent determines that none of these alternatives is reasonably available, Agilent will refund Customer's purchase price upon return of the Product.

c) Agilent has no obligation for any claim of infringement arising from: Agilent's compliance with, or use of, Customer's designs, specifications, instructions or technical information; Product modifications by Customer or a third party; Product use prohibited by or outside the scope of Specifications or related application notes; or use of the Product with products not supplied by Agilent.

30. Limitation of Liability and Remedies

a) In no event will Agilent, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, or lost profits) regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. This exclusion is independent of any remedy set forth in this Agreement.

b) The limitations set forth in Section 30(a) above will not apply to infringement claims under Section

29, or to damages for bodily injury or death.

c) The remedies in this Agreement are Customer's sole and exclusive remedies.

31. Other General Terms

a) Agilent will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control.

b) Customer may not assign or transfer a Support agreement without Agilent’s prior written consent.

Any attempted assignment or transfer without such consent will be void. As conditions to such consent; (i) the assignee or transferee must agree in writing to the applicable Agilent Support terms; (ii) Agilent may require that all Products included within a Support agreement are in good operating condition; and (iii) Agilent may impose applicable charges in connection with the assignment or transfer. Customer may not assume a Support agreement in connection with any bankruptcy proceedings without Agilent’s written consent.

c) If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.

d) Agilent will store and use Customer’s personal data in accordance with Agilent’s Privacy

Statement, available at www.agilent.com/go/privacy. Agilent will not sell, rent or lease Customer's personal data to others.

e) The parties agree to comply with applicable laws and regulations. Agilent may suspend performance if Customer is in violation of applicable laws or regulations.

f) Disputes arising in connection with this Agreement will be governed by the laws of the State of

California. and the courts of that State will have jurisdiction, except that Agilent may, at its option, bring suit for collection in the country where Customer is located.

g) Provisions herein which by their nature extend beyond the termination of any sale or license of

Products or Support will remain in effect until fulfilled.

h) Neither party’s failure to exercise any of its rights under these Terms will be deemed a waiver or forfeiture of those rights.

i) To the extent that any provision of this Agreement is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.

j) The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

k) Agilent may assign or transfer any of its rights or obligations under this Agreement upon notice in connection with a merger, reorganization, transfer, sale of assets or product lines, demerger or spin-off transaction or change of control or ownership of Agilent, or its permitted successive assignees or transferees.

l) Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility.

Agilent shall not be liable for any damages resulting from such use.

ADDITIONAL INFORMATION

A. Use of Federal Supply Schedules Government Contractors

Government contractors and subcontractors may use GSA supply sources when authorized in writing by the responsible contracting officer. A copy of the contracting officer's written authorization must be forwarded with the order, and the following statement must be included with or on the order: "This order is placed under written authorization from (insert name of Government agency), dated _(date)________, In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern."

B. Exclusions

Source Inspection or preparation and submission of form DD250 are not included under this schedule contract.

C. Inspection

The inspection system required by FAR Clause 52.212-4(a) is incorporated into this contract.

Contract Terms and Conditions -- Commercial Items (Oct 2008)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights –

(1) Within a reasonable time after the defect was discovered or should have been discovered;

and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

D. Safety Hazard Notice

Agilent reserves the right to terminate or refuse service when in Agilent's opinion, conditions at the equipment location represent a hazard to the safety or health of any Agilent employee. Prior to terminating service Agilent shall notify the GSA Contracting Officer and the Agency's Contracting Officer of Agilent's intention to terminate service.

E. Technical Information

Technical information covering Agilent products can be found in the latest Agilent general catalog or at Agilent's web site: http://www.home.agilent.com/agilent/commonlanding.jspx?lc=eng&cc=US . Please contact our Test and Measurement Technical Support Center at 1-800-452-4844 for more information.

F. Quality Control

The Agilent quality control system conforms to Government specifications for commercial products.

G. Scope of Contract

This contract provides a source of supply for:

1) All Federal Agencies and activities in the executive, legislative, and judicial branches.

2) Government contractors authorized in writing by a Federal Agency pursuant to 48 CFR 51.1.

3) Mixed ownership Government Corporations (as defined in the Government Corporation Control

Act).

4) The Government of the District of Columbia.

5) Other activities and organizations authorized by statue or regulation to use GSA as a source of supply. (Questions regarding activities authorized to use this schedule should be directed to the contracting officer)

This GSA schedule contract is available to agencies of the United States Federal Government only. It shall constitute the entire agreement between Agilent and those ordering under the contract. It is not available to commercial customers, or to other government agencies (state, or local foreign) or private institutions, except as authorized by GSA and approved by Agilent. By issuing a delivery order against the contract, the government or authorized user accepts the terms and conditions contained in the contract.

H. Ordering Options and Modifications

Most options must be installed in the factory at the time the product is ordered. If an option can be installed later (field installation) this will be stated in the Agilent General Catalog or product data sheets.

To avoid administrative delays in receiving/inspection and invoice processing, orders should clearly indicate that options are an integral part of the basic product (not separate items shipped in their own container). Do not list options as a separate line item. Questions on this subject should be directed to the Agilent sales office identified in Item 13.

Purchase of Products containing minor modifications to the basic Products listed in Agilent’s GSA website: http//:www.agilent.com/gsa, are permitted when no additional charges are required. When additional changes are required, minor modifications to Products, may be purchased with the basic products as open market items, with applicable prices negotiated separately outside the scope of this contract.

Purchasing of incidental, non-schedule items on a delivery order is permitted so long as the cost of the non-schedule items is small compared to the total cost of the procurement.

I. Education Program

The products offered under this contract may be purchased against the contract by qualified Government educational institutions at the Agilent commercially available "Educational Program" (EP) discount provided they satisfy the requirements of eligibility and indicate acceptance of the following conditions.

To determine the EP discount that applies contact the Agilent Technologies' Test & Measurement Business Center as shown in Item 13.

1) Eligible institutions are defined as those whose primary purpose is to provide instruction to an enrolled body of students by means of a full-time faculty, and who confer degrees or diplomas which are recognized as qualifying the student to pursue a course of higher education.

2) Products purchased must be for the "sole use of the educational institution initiating the purchase".

3) The Government understands and agrees that products purchased under this EP may be used Agilent equipment updated to the latest Agilent configuration and specifications, and that the Agilent one-year warranty applies.

Note: The EP discount is a stand-alone discount and not to be combined with any other discount applicable to the contract. Please contract Agilent Technologies for discounts.

J. Blanket Purchase Agreements

Agilent agrees to enter into blanket purchase agreements to accordance with FAR 13.2 with ordering activities, provided that:

1) Only items covered by the contract are ordered under such agreements:

2) the period of time covered by such agreements shall not exceed the period of the contract;

and

3) orders placed under such agreements shall be issued in accordance with all applicable regulations and the terms and conditions of the contract.

AGILENT EXTENDED SUPPORT SERVICE OPTIONS Exhibit WX

SIN 627-2003

WX

Revision Date 01-jul-2004 Revision Number 6

This Exhibit WX (“Exhibit”) is attached to and made a part of Agilent Agreement No. __________ (“Agreement”). The Agilent Extended Support Service options (“Services”) described in this Exhibit consist of repair and calibration services designed to maximize uptime and extend the Product’s useful life. These Services are only available for purchase at the time of Product sale. All Service orders will be subject to the terms and conditions provisions as set forth below. In case of conflict between the terms of the Agreement and the provisions of this Exhibit, the latter will prevail. Except as expressly modified herein, all terms and conditions of the Agreement remain in full force and effect.

1. SERVICES INCLUDED

a) GENERAL

1. Agilent Technologies (“Agilent”) will perform preventive maintenance Services such as cleaning, lubricating, inspecting and testing during repair or calibration Service on covered Products. Agilent may install factory-specified engineering improvements and modifications at the time of repair. When parts are replaced, replacement parts are new or the equivalent of new parts. Removed and replaced parts become the property of Agilent.

2. Turnaround time for completion of these Services will be determined in accordance with the schedule time as set by the designated Agilent Customer Service Center responsible for the Products. Turnaround time is measured in elapsed days from the time the Products are received at the designated Agilent Customer Service Center until return shipment. Additional turnaround time will be required for instances of intermittent Product failures or if Product(s) must be sent by Agilent to another Agilent Customer Service Center.

3. Unless otherwise indicated on the quotation, Agilent will return, at no charge, covered Products to the Customer using standard shipping methods. Other shipment methods requested by Customer may be available for an additional fee.

b) AVAILABLE EXTENDED SUPPORT SERVICE OPTIONS

1. RETURN TO AGILENT REPAIR. These options extend Agilent’s standard Product warranty to a total of 3 or 5 years of Agilent Customer Return Repair service from date of the initial Product Delivery. Agilent will provide all labor, parts, technical phone support and materials necessary to maintain the Product covered under these options in good operating condition.

2. ON-SITE REPAIR. These options extend Agilent’s standard Product warranty to a total of 3 or 5 years of next-day, on-site coverage from date of the initial Product Delivery. Agilent will provide all labor, parts, technical phone support and materials necessary to maintain the Product covered under these options in good operating condition at Customer's designated site during Agilent's normal business hours. After receipt of Customer's service request, Agilent will respond within the next Agilent working day. Agilent may elect under certain conditions to send the Product to the nearest Agilent Customer Service Center for expedited service and return.

3. COOPERATIVE and SYSTEM UPTIME 3 STAR REMOTE SERVICE FOR SELF-MAINTAINERS.

(a) COOPERATIVE SERVICE FOR SELF-MAINTAINERS. These options extend Agilent’s standard Product warranty to a total of 3 or 5 years of “8x5” Cooperative service (with parts) coverage from date of the initial Product Delivery

(b) SYSTEM UPTIME 3 STAR REMOTE SERVICE FOR SELF-MAINTAINERS. These options extend Agilent’s standard Product warranty to a total of 3 or 5 year of System Uptime 3 Star Remote service. Possible upgrades from 3 Star Remote to a higher level of Service are only available on designated Products.

4. RETURN TO AGILENT CALIBRATION. These options provide 3 or 5 years of Return to Agilent Calibration service from the date of initial Product Delivery. This coverage includes:

(a) Calibration at Agilent's recommended calibration interval, as well as calibration after a required repair performed by Agilent. All returned Products will meet Agilent's calibration specifications;

(b) Depending on the calibration service provided, Agilent will verify the Product meets published specifications. Agilent will adjust the Product as necessary to bring it within specification;

(c) Agilent will offer to perform any necessary repairs under prepaid repair coverage or at Agilent's standard service rates prior to completing the calibration;

(d) Agilent will place a calibration sticker on the serviced Product;

(e) Agilent will furnish a calibration certificate and a data report stating measured Product performance after completion of any adjustments; and

(f) All Agilent calibrations are traceable to the appropriate national standards organization.

The Customer is responsible for scheduling calibrations and shipping the Product to Agilent at Agilent's recommended calibration interval. In the event that Agilent performs an unscheduled calibration following Product repair, the Customer has the choice of adjusting the schedule accordingly or maintaining the original calibration schedule. Adjusting the original calibration schedule does not extend the 3 or 5 year coverage period.

5. RETURN TO AGILENT STANDARDS BASED CALIBRATIONS. These options provide 3 and 5 years of Z540 and 17025 return to Agilent Calibration service from date of the initial Product delivery. Z540 and 17025 Calibrations comply with MIL- STD-45662, Z540, AQAP-6, 17025 and other standards. Agilent will furnish Product performance data recorded prior to any necessary Product adjustments and or repairs to the extent possible and a calibration certificate attesting the compliance with the appropriate standard. Agilent will notify the Customer in writing when the test equipment used to calibrate Customer's Product has been found to have any significantly out-of-tolerance condition such that Customer's Product may be in nonconformance. Should Customer's Product, in Agilent's evaluation, be affected by a significantly out-of-tolerance condition of Agilent test equipment, Agilent will offer to recalibrate the affected Product at no charge. This coverage includes scheduled calibration at Agilent's recommended calibration interval, as well as calibration after a required repair performed by Agilent.

TABLE 1 –total number of scheduled calibrations Customer is entitled to receive following initial Product Delivery if 3 year extended support service option is purchased.

Table 1. Scheduled Calibrations: 3 year options

Product Calibration Interval Year 1 Year 2 Year 3

12 Months 0 1 1

6 Months 1 2 2

4 Months 2 3 3

3 Months 3 4 4

TABLE 2 –total number of scheduled calibrations Customer is entitled to receive following initial Product Delivery if 5 year extended support service option is purchased.

Table 2. Scheduled Calibrations: 5 year options

Product Calibration Interval Year 1 Year 2 Year 3 Year 4 Year 5

24 Months 0 1 0 1 0

12 Months 0 1 1 1 1

6 Months 1 2 2 2 2

4 Months 2 3 3 3 3

3 Months 3 4 4 4 4

2. CANCELLATION

Customer may cancel a Services order by providing written notice of cancellation to Agilent as follows:

a) Extended Support Service Repair options: Upon sixty (60) days written notice, Customer may cancel this Service. Customer will receive a refund that is prorated over the term of the Service.

b) Extended Support Service Calibration options: If no Services have been delivered, Customer may cancel this Service and will be entitled to a refund of the amount paid less a US $200 fee. For Services that have been partially delivered (ex. 1 of 2 scheduled calibrations delivered), the Customer will pay for the Service delivered plus a US $200 fee. Customer may not cancel this Service if Agilent has completely performed all required calibrations.

3. ELIGIBLE PRODUCTS

Agilent reserves the right to determine which Products are eligible for coverage.

4. CUSTOMER RESPONSIBILITIES

a) DIAGNOSTIC PROGRAMS. The Customer is responsible for running Agilent-supplied diagnostic programs, if applicable, before having a Product serviced under Extended Support Service Options.

b) SHIPPING & HANDLING. For return to Agilent options, the Customer is responsible for:

1. Packaging the Product carefully in the original shipping carton or a proper shipping carton;

2. Shipping the Product freight prepaid to the designated Agilent Customer Service Center; and

3. Providing a written description of the failure symptoms.

c) ACCESS. For on-site options, the Customer is responsible for providing access to the Product.

d) REMOTE SERVICE. For on-site options, if remote Service is available, the Customer will allow Agilent to keep diagnostic and maintenance programs resident on Customer's system or site for the exclusive purpose of performing diagnostics and repair.

The Customer has no ownership interest in this software provided by Agilent. Agilent may remove these programs and any Agilent-loaned equipment upon termination of coverage. Customer's system must be configured to permit access. For Agilent to provide remote Service, the Customer must allow Agilent remote access to eligible Agilent systems using the appropriate protocol and method supported by that system. The Customer must provide the necessary equipment designated for that protocol and method of communication to provide remote access to the eligible Agilent system. Agilent will advise the Customer what is required at the time of installation.

5. TERM

Repair coverage will begin the day following the Product's warranty expiration date. Calibration coverage will begin the day of initial Product Delivery. Services will continue until the end of the coverage period ordered.

TEST & MEASUREMENT SYSTEM SUPPORT SERVICE Exhibit S0025

S0025 Revision Date 17 May 05 Revision Number 2

1. SCOPE

This Test and Measurement System Support Service Exhibit (referred to as the Exhibit) provides the terms and conditions under which Agilent Technologies (Agilent) will perform various support services (Support) to maintain in good operating condition the Agilent products (Products) covered under this service. Support services include repair, preventive maintenance, engineering improvements, and site environment surveys, along with any needed parts and materials. This Exhibit includes the general terms and conditions for all levels of Support as well as specific terms and conditions for the following Support service levels: Priority Plus Support Priority Support and Next Day Support. This Exhibit, along with the terms set forth in Customer’s quotation (Quotation), comprise the entire agreement between Customer and Agilent with regard to Support for Products. In case of conflict or inconsistency between the terms of this Exhibit and the terms in the Quotation, the terms of this Exhibit will control and take precedence.

2. GENERAL TERMS AND CONDITIONS

The general terms and conditions listed below apply to all levels of Support.

A. SERVICES INCLUDED

1) On-Site Service: Agilent will travel to Customer’s site and provide all labor, parts and materials necessary to maintain Products in good operating condition. Replacement parts will be new or equivalent to new in performance; removed parts will become the property of Agilent. This service includes the following:

a) Repair Service. This service involves the diagnosis and correction of Product malfunctions and failures. Repair service will commence during the period of coverage and will continue uninterrupted, as long as reasonable progress is made, until Products are operational. If Agilent determines that additional parts or resources are required, service will be interrupted and will resume as soon as the parts or resources are available (the availability of Support levels at the time of order may vary, depending on local resources). For select Agilent instrument Products, Agilent may not be able to perform complete repairs at Customer’s site. In these cases, Agilent will remove and transport these Products to and from an Agilent Customer Service Center for service. Upon return, Agilent will perform any necessary system verification tests to confirm proper on-site performance.

b) Preventive Maintenance (only for select Products). This service includes cleaning, adjusting, lubricating, inspecting, and testing Products that require preventive maintenance. Agilent will perform preventive maintenance on a mutually agreed upon schedule or coincident with repair service.

c) Engineering Improvements. Agilent may from time-to-time make engineering improvement modifications that it deems necessary to incorporate into Products. Such modifications will be performed at Agilent’s expense on a mutually agreed upon schedule or coincident with repair service or preventive maintenance.

d) Site Environmental Survey. Agilent may periodically monitor the site environment and notify Customer of any required corrective action.

e) Extended Travel. Agilent can provide Support beyond Travel Zones 1, 2, and 3 (described in Schedule A to this Exhibit) only from a primary Agilent Test and Measurement Support Responsible Office (TMSRO). Response times for Travel Zones 4, 5, 6 and beyond are specified in Schedule A. There will be a charge for travel beyond Zone 5 based on the distance to the Customer’s site.

2) Remote Support (only for select Products): Prior to any necessary on-site assistance, Agilent may initiate and perform remote diagnostics to facilitate problem resolution. Diagnostics will be performed only upon receipt of Customer’s authorization. On some occasions, replacement parts will be shipped directly to Customer for installation.

3) Product Warranty Upgrade: The service level of hardware Products carrying a 90-day warranty or one year Return-to-Agilent warranty may be upgraded on the date of purchase or lease by ordering Support if available. The service level ordered will be provided during the on-site warranty period. A one-year Return-to-Agilent warranty must be converted to a 90-day onsite warranty to qualify. Days of Coverage and on site response times can be upgraded for an additional charge during the warranty period for most hardware Products.

S0025 Revision Date 17 May 05 Revision Number 2

B. OPTIONAL SERVICES

Agilent provides the following optional services (subject to local resource availability) for an additional charge. Per-call options require Customer to have an open purchase order on file with Agilent specifying all persons authorized to request these services.

Charges for contractual options will be added to monthly service charges.

1) Per Call Options:

a) After Coverage Hours Option. Support may be extended for a fixed charge on a per-call basis for hours and days beyond those covered by the Support service level selected by Customer. The charge and response time will vary depending on the time the service is requested and the level of Support purchased.

b) Per Call Services. Support Customers who require support or service not covered by this Exhibit, such as de-installations, may purchase one-time services at the Agilent System Support per-call service rate. This rate applies to such additional services performed only on Products covered under this Exhibit. For other products or equipment, such services may not be available or may be performed at different service rates.

2) Contractual Options:

a) Loaner Service. Select Agilent instrument products can be reserved on either an exclusive or a nonexclusive basis. With this service option, Agilent will own, reserve and maintain in Agilent facilities specified loaned equipment to minimize system downtime in the event Customer’s corresponding equipment requires removal for repair or calibration. Any equipment loaned to Customer will be subject to Agilent’s standard equipment loan terms, which will be made available to Customer at the time of any such loan.

b) Media Retention Service (only for Select Agilent Products). This option waives Agilent’s right to maintain possession of a failed disk drive component on which sensitive data is stored.

C. SERVICE LIMITATIONS

1) Hardware, Software and Network Support. Any support services involving hardware, software, or network-related problems not covered by the contractual service ordered will be subject to Agilent’s standard rates.

2) Maximum Use Limitations. Products operated in excess of their maximum usage rate (as specified in the data sheet or operating manual) cannot be covered by this Exhibit, but may be serviced at Agilent’s standard service rates.

3) End of Support. Agilent is under no obligation to provide Support for Products that are beyond their specified support period.

4) Non-Agilent Media, Supplies, and Consumables. Services do not include repairs to Products caused by use of non-Agilent media, supplies, and consumables or such items not designated for use with Products serviced under this Exhibit. If support services are required due to any of the above causes, Agilent may provide such services at Agilent’s standard service rates.

5) Nonqualified Devices. Support under this Exhibit is provided only for qualified devices. Products not supplied or qualified by Agilent and products for which Customer does not allow Agilent to incorporate engineering improvements will be considered nonqualified devices. Customer is responsible for removing nonqualified devices to allow Agilent to service the qualified devices.

If performance of Support is made more difficult or is impaired because of a non-qualified device, Agilent will charge Customer for additional service required as a result of that device at Agilent’s standard service rates. Agilent is not responsible for qualifying, repairing or servicing design flaw or compatibility problems in qualified devices not supplied by Agilent.

6) Interfaces and Accessories. Agilent may cover cables, connectors, accessories and interfaces under the same hardware service level purchased for the Products with which they are used.

7) Protection of Data. Customer acknowledges that…