MAS - N&B Solutions LLC - GS35F0052Y

Schedule

General Services Administration

Federal Supply Service

Authorized Federal Supply Schedule Price List

MAS – Multiple Award Schedule

N&B Solutions 2127 S Hwy 97, Suite 200

Redmond Oregon 97756

P: 541-526-5672 F: 541-526-5627 www.nandbsolutions.com

POC: Ynes Zavala ynes.zavala@nandbsolutions.com

Business Size:

Small business

Contract Number: GS-35F-0052Y

Contract Period: November 10, 2011– November 9, 2026

Catalog and price list valid through Mod PS-0067 – 3/24/23 http://www.nandbsolutions.com/ mailto:ynes.zavala@nandbsolutions.com

CUSTOMER INFORMATION

1a. Awarded special item numbers:

33411 – Purchase of new electronic equipment

339940 – Office Products

511210 – Software Licenses

811212 – Maintenance of Equipment, Repair Services and/or Repair/Spare Parts

OLM – Order Level Materials

1b. See Pricing Section

1c. N/A

2. Maximum order: 339941, 511210 & 811212 - $500,000; 339940 - $250,000

3. Minimum order: $100

4. Geographic coverage: Domestic

5. Point(s) of production: Same as contractor’s address

6. Discount from list prices or statement of net price: See price list

7. Quantity discounts: N/A

8. Prompt payment terms: Net 30 Days

9. Foreign items: Not Applicable

10a. Time of delivery: To be negotiated with the ordering agency on each task order

10b. Expedited Delivery: To be negotiated with the ordering agency on each task order

10c. Overnight and 2-day Delivery: To be negotiated with the ordering agency on each task order

11. F.O.B. point: Destination, Location to be negotiated with the ordering agency on each task order

12a. Ordering address: N&B Solutions, 2127 S Hwy 97, Ste 200 Redmond Oregon 97756

12b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) and a sample BPA can be found at the GSA/FSS

Schedule homepage (fsa.gsa.gov/schedules).

13. Payment address: N&B Solutions, 2127 S Hwy 97, Ste 200 Redmond Oregon 97756

14. Warranty provision: Manufacturer’s Standard Warranty

15. Export packing charges: Not Applicable

16. Terms and conditions of rental, maintenance, and repair: Not Applicable

17. Terms and conditions of installation: Not Applicable

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: Not Applicable

18b. Terms and conditions for any other services: Not Applicable

19. List of service and distribution points: Not Applicable

20. List of participating dealers: Not Applicable

21. Preventive maintenance: Not Applicable

22a. Special attributes such as environmental attributes: Not Applicable

22b. If applicable, indicate that Section 508 compliance information is available on

Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractors web site or other location. The EIT standards can be found at: www.Section508.gov/: Not Applicable

23. Unique Entity Identifier (UEI) number: QGV2GXG52DJ3

24. Contractor is registered in System for Award Management (SAM) database: Cage

Code 5E9Y8

Product Listings can be found on GSA Advantage.

http://www.section508.gov/

Watchful EULA:

WATCHFUL, INC.

End User License Agreement for Watchful Enterprise Platform

Release Date: 03/04/2021

PLEASE READ CAREFULLY: THIS END-USER LICENSE AGREEMENT (“LICENSE”) IS A LEGAL

AND BINDING AGREEMENT BETWEEN ORDERING ACTIVITY UNDER GSA SCHEDULE CONTRACTS

IDENTIFIED IN THE ORDER (“LICENSEE” OR “YOU”) AND WATCHFUL, INC. (“WATCHFUL”). USE

OF THE WATCHFUL ENTERPRISE PLATFORM (AS MORE PARTICULARLY DEFINED BELOW, THE

“WATCHFUL ENTERPRISE PLATFORM”) IS SUBJECT TO THE TERMS AND CONDITIONS OF

THIS LICENSE AND THE APPLICABLE THIRD-PARTY LICENSES. READ THIS LICENSE

CAREFULLY BEFORE YOU CLICK THE “I AGREE” BUTTON BELOW OR EXECUTE A PURCHASE

ORDER.

BY EXECUTING A PURCHASE ORDER (THE “PURCHASE ORDER”) TO ACCESS AND USE THE

WATCHFUL ENTERPRISE PLATFORM, YOU REPRESENT AND WARRANT THAT (A) YOU ARE

AUTHORIZED TO ENTER THIS LICENSE AND THE APPLICABLE THIRD-PARTY LICENSES FOR

YOURSELF AND FOR AND ON BEHALF OF YOUR ORGANIZATION, AND ARE DOING SO, (B) YOU

AND YOUR ORGANIZATION CAN LEGALLY ENTER INTO THIS LICENSE AND THE APPLICABLE

THIRD-PARTY LICENSES AND SATISFY ALL OF THEIR REQUIREMENTS AND (C) YOU HAVE

READ AND UNDERSTAND AND AGREE THAT YOU AND THE ORGANIZATION SHALL BE BOUND

BY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONS PROVIDED

FOR. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK ON THE “I DO NOT

AGREE” BUTTON BELOW AND INSTALLATION WILL TERMINATE.

Watchful reserves the right to update and change, at any time and without notice, the non-material terms and conditions of this End User License Agreement and all documentsattached hereto. You can find the most recent version of this End User License Agreement at http://www.watchful.io/eula/. Your continued use of the

Watchful Enterprise Platform after any such non-material changes constitutes your acceptance of the new End

User License Agreement.

IF YOU HAVE ANY QUESTIONS ABOUT THIS LICENSE, PLEASE CONTACT US AT:

Watchful, Inc.

600 California St. 11th Floor

San Francisco, CA 94108 john@watchful.io

This License shall be effective following the execution of the applicable Purchase Order for the Watchful

Enterprise Platform (the “Effective Date”). In consideration of the covenants and agreements contained herein, and other valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

1. Definitions.

http://www.watchful.io/eula/

a. “Documentation” means the documentation provided from time to time by Watchful in connection with the Watchful Enterprise Platform.

b. “Licensee Data” means the information, files and data inputted by Licensee or generated by

Licensee’s use of the Watchful Enterprise Platform.

c. “Open Source Software” means any software or software component, module or package that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun

Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) the BSD License;

(viii) the MIT License and (ix) the Apache License.

d. “Third-Party License” means any of the Third-Party Software Licenses (as defined in Section

4(a)) or Open Source Licenses (as defined in Section 4(b)).

e. “Third-Party Licensor” means the licensor of any Third-Party Software or Open Source

Software.

f. “Third-Party Software” means any software or software component, module or package

(other than Open Source Software) that contains, or is derived in any manner (in whole or in part) from, any software that is licensed or distributed by a third party.

g. “Watchful Enterprise Platform” means, collectively, (i) the Watchful Software, (ii) any

Third-Party Software and/or Open Source Software included within the Watchful Software and (iii) any updates and upgrades provided from time to time by Watchful.

h. “Watchful Software” means the software and other intellectual property developed or created by or on behalf of Watchful (other than any Third-Party Software or Open Source Software) and the

Documentation, for which the Licensee has acquired the right to use under the applicable Purchase Order and this License and any updates and upgrades provided from time to time by Watchful.

2. Scope. This License applies to the Watchful Enterprise Platform you have licensed from

Watchful as a service or a download of the Watchful Enterprise Platform onto a single server, computer, laptop or other similar device in a cloud, data center, or other similar environment for use in a single deployment or as otherwise provided in the applicable Purchase Order. This License is a legal agreement between Watchful and

Licensee, as a single entity, that has obtained the right to access and use the Watchful Enterprise Platform and

Documentation from Watchful under the terms and conditions of this License.

3. License Grant.

a. License. Subject to the terms of this License, Watchful grants to Licensee a limited, non-exclusive, non-transferable and royalty-free license to (i) download the Watchful Enterprise

Platform on a single server, computer, laptop or other similar device for use in a single deployment or as otherwise provided in the applicable Purchase Order (the “Device”) and (ii) access and use the

Watchful Enterprise Platform on the designated Device. Watchful and its Third-Party Licensors reserve all other rights and licenses in and to the Watchful Enterprise Platform not expressly granted to Licensee under this License.

b. Proprietary Rights Protection.

(i) The Watchful Enterprise Platform, documentation and the associated copyrights and other intellectual property rights are protected by law and international treaties.

This License confers no ownership rights to Licensee and is not a sale of any rights in the

Watchful Enterprise Platform or the media on which the Watchful Enterprise Platform may be recorded or printed. Licensee does not acquire any rights, express or implied, in the Watchful

Enterprise Platform, other than those rights specified in this License. Watchful or its Third-

Party Licensors shall own and retain ownership of all right, title, and interest in and to (i) the

Watchful Enterprise Platform and any copies, modifications, enhancements, and derivative works thereof; (ii) “”and (ii) all intellectual property rights (including any patents, copyrights and trademarks) embodied within the foregoing subparagraph (i).

(ii) If you choose to provide input, suggestions, comments, feedback, improvement requests or other recommendations regarding the Watchful Enterprise Platform or any of Watchful’s other services or software (collectively, “Feedback”), then you hereby grant to Watchful an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to use or otherwise exploit the Feedback without compensation in any manner and for any purpose without restriction. Watchful acknowledges that the ability to use this Agreement and any Feedback provided as a result of this Agreement in advertising is limited by GSAR

552.203-71

(iii) Watchful will not have access, directly or indirectly, to any Customer Data and acknowledges that, as between Watchful and Licensee, Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Licensee Data. Notwithstanding the foregoing, Licensee agrees that the Watchful Enterprise Platform may occasionally collect, store, and send aggregated and anonymized system and usage data (e.g., which buttons were pressed, etc.) (collectively, the “Usage Data”) to the Watchful servers solely for the purpose of improving the Watchful Enterprise Platform. The Usage Data does not, and will, not contain any Licensee Data.

c. Restrictions. Licensee shall not:

● copy, modify, adapt, translate create derivative works or improvements or merge copies of the Watchful Enterprise Platform or the Documents except as specifically provided in this License

● translate, reverse engineer, de-compile or disassemble the Watchful

Enterprise Platform, except to the extent that applicable law explicitly prohibits this contractual restriction

● alter in any way any configuration file, including spinning-up more copies than purchased under the applicable Purchase Order

● attempt in any way to access Watchful’s binaries after this License has terminated or otherwise in violation of the terms and conditions of this License or applicable law

● defeat, circumvent or disable any copy protection mechanism or mechanism in the Watchful Enterprise Platform used to limit license duration or access to non-licensed functionality or capacity

● install, use, access, display and run the Watchful Enterprise Platform except in the manner in which it has been licensed as indicated herein and in the applicable Purchase

Order, quote or the license file for the Watchful Enterprise Platform, including but not limited to any restrictions on the number of deployments, number of authorized copies or instances, number of users, bandwidth, non-production use, database or location restrictions

● rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Watchful Enterprise Platform to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service

● transfer the Watchful Enterprise Platform that is in a licensed hosted environment out of any such environment

● delete or in any manner alter the copyright, trademark, and other proprietary rights notices of Watchful and/or its Third-Party Licensors appearing on any Watchful

Enterprise Platform or any other Watchful software or products. Licensee will reproduce such notices on all authorized copies it makes of the Watchful Enterprise Platform

● access or use the Watchful Enterprise Platform in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other rights of any third party, or that violates any applicable law

● access or use any Third-Party Software or Open Source Software as standalone software and/or except as otherwise provided in accordance with the applicable

Third-Party License

d. Audit Rights. During the term of this License and for three (3) years thereafter (or for so long as required by law), Licensee shall keep commercially reasonable records relating to its use of the Watchful Enterprise Platform and its compliance with the License and the applicable Third-Party

Licenses. During the term of this License and for three (3) years thereafter, Watchful reserves the right

(i) to audit Licensee’s use of the Watchful Enterprise Platform or authorize others to conduct such an audit on its behalf upon reasonable notice, subject to Government security requirements, and during normal business hours and (ii) to disable any application or functionality that has not been specifically licensed, in addition to any other rights and remedies available to Watchful. Watchful may not audit

Licensee’s records more than often once every twelve (12) months unless the previous audit revealed that Licensee was not in breach of the License or the applicable Third-Party Licenses.

4. Third-Party and Open Source Software.

a. Licensee hereby acknowledges that the Watchful Enterprise Platform may utilize or include Third-Party Software that must be licensed under the specific license terms applicable to such

Third-Party Software. Acknowledgements, licensing terms, copyright notices, disclaimers and other terms applicable to such Third-Party Software (the “Third-Party Software Licenses”) are available at www.watchful.io/ossl. Licensee (i) acknowledges that any such Third-Party Software License is solely between Licensee and the applicable Third-Party Licensor of the Third-Party Software and (ii) acknowledges thatthe terms of any such applicable Third-Party License may be different than the terms set forth in this Agreement.

b. Licensee hereby acknowledges that the Watchful Enterprise Platform may also utilize or include Open Source Software that must be licensed under the specific license terms applicable to such Open Source Software. Acknowledgements, licensing terms, copyright notices and disclaimers for such Open Source Software (the “Open Source Licenses”) are available at www.watchful.io/ossl/.

Licensee agrees to review any such Open Source Licenses and other related documentation in order to determine which portions of the Watchful Enterprise Platform are Open Source Software and are licensed under an Open Source License. To the extent that any such Open Source License requires that

Watchful provide Licensee the rights to copy, modify, distribute or otherwise use any Open Source

Software that are inconsistent with the limited rights granted to Licensee in this License, then such rights in the applicable Open Source License shall take precedence over the rights and restrictions http://www.watchful.io/thirdpartyandopensourcelicenses http://www.watchful.io/thirdpartyandopensourcelicenses granted in this License, but solely with respect to such Open Source Software. Licensee (i) acknowledges that any such Open Source License is solely between Licensee and the applicable Third-

Party Licensor of the Open Source Software and (ii) agrees to bound by, and shall comply with, the terms of any such applicable Open Source License. If Licensee does not agree to the terms and conditions of any Open Source Software License, Licensee shall not access and use the Watchful

Enterprise Platform.

Open Source Software is distributed WITHOUT ANY WARRANTY, without even the implied warranty of MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Where the terms of an Open Source License entitle Licensee to the source code of any such Open Source

Software, such source code is available under the terms of the applicable Open Source License by contacting Watchful at the address above and identifying the specific Open Source Software for which

Licensee wants the source code.

5. Payment and Taxes.

In consideration for the rights granted under the License and your subscription for the access and use of the Watchful Enterprise Platform and any Professional Services, you agree to pay all fees specified in the applicable Purchase Order in accordance with the GSA Schedule Pricelist.

Subscription fees for the Initial Subscription Term are due on the Order Effective Date and are overdue if not paid within 30 days of receipt of the invoice receipt date. If you renew your subscription, the fees for the renewal are due on receipt of the invoice and are overdue if not paid within 30 days of the receipt of the invoice; provided, that if Watchful issues an invoice for a renewal more than 30 days prior to the first day of the renewal, the invoice is not overdue until the first day of the renewal

Subscription Term. Fees for Professional Services are due in arrears at the time stated in the applicable

Order or Statement of Work, or if no time is stated, 30 days from receipt of the applicable invoice.

6. Technical Support.

Technical support includes assistance to you in connection with your use of the Watchful

Enterprise Platform, and updates to the Watchful Enterprise Platform software to fix bugs, correct errors, or enhance functionality that Watchful releases on a generally available commercial basis to all subscribers of the Watchful Enterprise Platform without additional charge (as modified from time to time, collectively “Technical Support”). Any such Technical Support is limited to correcting errors, bugs or other issues with the Watchful Enterprise Platform and does not extend to any Third-Party

Software or Open Source Software or technologies you use with the Watchful Enterprise Platform, any issues arising from modifications to the Watchful Enterprise Platform not made or authorized by

Watchful, or the use of the Watchful Enterprise Platform other than as authorized by this License.

Technical Support shall be provided via email at support@watchful.io or through Watchful’s

Slack account at watchfulio.slack.com between the hours of 9:00 am and 5:00 pm PST Monday to

Friday, excluding all state and Federal holidays.

7. Notice to U.S. Government End Users. The Watchful Enterprise Platform and

Documentation qualify as commercial items as that term is defined at Federal Acquisition Regulation

(FAR) (48 C.F.R.) 2.101, consisting of commercial computer software and commercial computer software documentation as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD

FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this End User License Agreement may be incorporated, Licensee may provide to Government end user or, if this License is direct, Government end user will acquire, the Watchful Enterprise Platform and Documentation with only those rights set forth in this End User License Agreement. Use of either the Watchful Enterprise Platform or

Documentation or both constitutes agreement by the Government that the Watchful Enterprise Platform and Documentation are commercial computer software and documentation and constitutes acceptance of the rights and restrictions herein.

8. DISCLAIMER OF WARRANTY. WATCHFUL WARRANTS THAT THE WATCHFUL

ENTERPRISE PLATFORM WILL, FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE OF

YOUR RECEIPT, PERFORM SUBSTANTIALLY IN ACCORDANCE WITH WATCHFUL

ENTERPRISE PLATFORM WRITTEN MATERIALS ACCOMPANYING IT. EXCEPT AS

EXPRESSLY SET FORTH IN THE FOREGOING, EXCEPT AS PROVIDED IN THE

APPLICABLE PURCHASE ORDER OR THIS LICENSE, THE WATCHFUL ENTERPRISE

PLATFORM (INCLUDING ANY THIRD-PARTY SOFTWARE AND OPEN SOURCE

SOFTWARE) AND THE PROFESSIONAL SERVICES ARE PROVIDED “AS IS.” WATCHFUL

AND ITS THIRD-PARTY LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND

GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, ARISING, WITH RESPECT TO THE

WATCHFUL ENTERPRISE PLATFORM, SPECIFICATIONS, OR DOCUMENTATION

DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO WARRANTIES THAT THEY

ARE FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED

BASIS, THE WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT

OR TITLE AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ARISING

FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WATCHFUL MAKES NO

WARRANTY CONCERNING THE COMPLETENESS OR ACCURACY OF THE LICENSEE

DATA OR INFORMATION OBTAINED OR DERIVED THROUGH THE USE OF THE

WATCHFUL ENTERPRISE PLATFORM. WATCHFUL AND ITS THIRD-PARTY LICENSORS

DO NOT WARRANT THAT THE FUNCTIONALITY OF THE WATCHFUL ENTERPRISE

PLATFORM OR THE PROFESSIONAL SERVICES WILL MEET LICENSEE’S REQUIREMENTS

OR THAT ERRORS WILL BE CORRECTED, NOR DO THEY WARRANT OR MAKE ANY

REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE

WATCHFUL ENTERPRISE PLATFORM. WATCHFUL HAS NOT AUTHORIZED ANYONE TO

MAKE ANY REPRESENTATIONS OR WARRANTIES OTHER THAN AS PROVIDED ABOVE

OR TO OTHERWISE MODIFY THE TERMS OF THIS LICENSE. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.

9. LIMITATION OF LIABILITY. THE COLLECTIVE AGGREGATE LIABILITY OF

WATCHFUL AND ITS THIRD-PARTY LICENSORS IN CONNECTION WITH (A) THE

APPLICABLE PURCHASE ORDER, THIS LICENSE AND THE WATCHFUL ENTERPRISE

PLATFORM WILL BE LIMITED TO THE SUBSCRIPTION FEES PAID TO WATCHFUL TO

ACCESS AND USE THE WATCHFUL ENTERPRISE PLATFORM DURING THE TWELVE (12)

MONTH PRECEDING THE DATE OF THE CLAIM AND (B) THE APPLICABLE PURCHASE

ORDER AND THE PROFESSIONAL SERVICES WILL BE LIMITED TO THE FEES PAID TO

WATCHFUL FOR THE RELATED PROFESSIONAL SERVICESUNDER THE APPLICABLE

PURCHASE ORDER TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

WATCHFUL AND ITS THIRD-PARTY LICENSORS WILL NOT HAVE ANY OBLIGATION OR

LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT

(INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR

PRODUCT LIABILITY) OR OTHERWISE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL,

INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT

LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF

REVENUE OR PROFITS, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT

OF OR IN CONNECTION WITH THE APPLICABLE PURCHASE ORDER, THIS LICENSE OR

THE WATCHFUL ENTERPRISE PLATFORM OR OTHER GOODS OR SERVICES FURNISHED

TO LICENSEE BY WATCHFUL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. TO THE EXTENT PERMITTED BY LAW, WATCHFUL’S THIRD-PARTY

LICENSORS WILL NOT HAVE ANY LIABILITY FOR ANY DIRECT DAMAGES OF ANY KIND

UNDER THIS LICENSE. THE LIMITATIONS CONTAINED IN THIS SECTION 9 WILL APPLY

NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED

REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT. SOME JURISDICTIONS

DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR

CONSEQUENTIAL DAMAGES. IN THOSE JURISDICTIONS, SUCH INAPPLICABILITY WILL

NOT AFFECT THE REMAINDER OF THE PROVISIONS IN THIS SECTION. THE FOREGOING

LIMITATION OF LIABILITY SHALL NOT APPLY TO (1) PERSONAL INJURY OR DEATH

RESULTING FROM LICENSOR’S NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY OTHER

MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.

THE PARTIES UNDERSTAND AND AGREE THAT THE LIMITATIONS OF LIABILITY SET

FORTH IN THIS SECTION 9 ARE A REASONABLE ALLOCATION OF RISK BETWEEN THE

PARTIES, AND, ABSENT SUCH ALLOCATION, WATCHFUL WOULD NOT BE ABLE TO

PROVIDE ACCESS AND USE OF THE WATCHFUL ENTERPRISE PLATFORM ON THE

TERMS SET FORTH HEREIN. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS

AGREEMENT SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL

PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

10. Confidentiality.

(a) Confidential Information. In connection with a Purchase Order or this License, each party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving

Party”) Confidential Information. Subject to Section 10(b), “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that: (i) if disclosed in writing or other tangible form or medium, is marked “confidential” or “proprietary”; (ii) if disclosed orally or in other intangible form or medium, is identified by the Disclosing Party as confidential or proprietary when disclosed; or (iii) due to the nature of its subject matter or the circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary. Without limiting any of the foregoing, all information concerning the Watchful Enterprise Platform that is not customarily and publicly available to an end user through use of the Watchful Enterprise Platform is

Watchful’s Confidential Information.

(b) Exclusions. Confidential Information does not include information that the Receiving

Party can demonstrate by written or other documentary records: (i) was rightfully known to the

Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

(c) Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall during the term of this

License and for five (5) years thereafter:

(i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(ii) except as may be permitted under the terms and conditions of Section 10(d), not disclose or permit access to Confidential Information other than to its Representatives who:

(i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement;

(ii) have been informed of the confidential nature of the Confidential Information and the

Receiving Party’s obligations under this Section 10; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential

Information as the terms set forth in this Section 10;

(iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; and

(iv) promptly notify the Disclosing Party of any unauthorized use or disclosure of

Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and

(v) ensure its Representatives’ compliance with, and be responsible and liable for, any of its Representatives’ non-compliance with, the terms of this Section 10.

Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 10 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

(d) Compelled Disclosures. The Receiving Party may disclose the Disclosing Party’s

Confidential Information pursuant to a valid order issued by a court or government agency or as otherwise required by law, provided that (a) the receiving Party provides the disclosing Party with prior written notice of such obligation and the opportunity to oppose such disclosure or obtain a protective order; (b) the receiving Party only discloses such Confidential Information as is required to comply with such order or law (as advised by competent counsel) and (c) no such disclosure shall otherwise exempt such Confidential Information from being treated as confidential under this Section 10.

Watchful recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.

11. Term and Termination.

a. The License is effective until cancelled or terminated in accordance with this Section

11.

b. Termination for Breach. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Watchful shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.

c. Termination for Convenience. This License may be terminated at any time by Licensee by returning or destroying all copies of the Watchful Enterprise Platform, any related written materials and Documentation, as certified in writing by an officer of Licensee and by notifying Watchful in writing of its termination of the License.

d. Effects of Termination. In the event of termination of the License, Licensee shall immediately cease use of the Watchful Enterprise Platform and destroy or return immediately the

Watchful Enterprise Platform and the Documentation and all copies thereof to Watchful as certified in writing by an officer of Licensee.

e. Survival. Upon the termination of this License for any reason, all of the parties’ respective rights and obligations hereunder shall cease, except that Sections 1, 3(b), 3(d), 4, 8, 9, 10, 11(d), 11(e), 12 and 13 shall survive any such termination.

12. Reserved.

13. Miscellaneous.

a. Governing Law; Dispute Resolution. This License will be governed by the Federal laws of the USA without regard to its conflict of law rules. The provisions of the U.N. Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act, in whatever form adopted, will not apply and the parties specifically opt out of the application of such laws. Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to any claim or otherwise in connection with this License, the Watchful Enterprise Platform or any Professional Services (a “Dispute”). In the event of any

Dispute arising out of or relating to this License, the parties shall seek to settle the Dispute via direct discussions.

b. Enforceability. Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein, but will instead be replaced with a provision as similar in intent to the original as possible.

c. Export Restrictions. The Watchful Enterprise Platform and related information may be subject to U.S. export control laws and regulations, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import laws and regulations in other countries. Licensee shall, at its own expense, procure all licenses and other permits, pay all tariffs, customs charges, duties and similar fees, and take all other actions and strictly comply with all applicable laws and regulations required to accomplish the export, re-export and import of the Watchful

Enterprise Platform. Licensee shall hold harmless and indemnify Watchful for any damages resulting from a breach of this Section 13(c).

d. Force Majeure.Excusable delays shall be governed by GSA Schedule Contract Clause

552.212-4(f).

e. Waiver. The failure of a party to claim a breach of any term of this License shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term.

f. Assignment. Licensee shall not assign (by operation of law or otherwise) this License or any of its rights or obligations hereunder without the prior written consent of Watchful, and any such prohibited assignment shall be null and void. Watchful may assign this License or any of its rights or obligations hereunder without the prior written consent of Licensee.

g. Severability. In the event that any provision of this License is found to be invalid, void or unenforceable, the parties agree that unless such provision materially affects the intent and purpose of this License, such invalidity, voidability or unenforceability shall not affect the validity of this

License nor the remaining provisions hereof.

h. Reserved.

i. Entire Agreement; Modifications. This License together with the applicable Purchase

Order constitute the entire agreement between the parties on the subject matter hereof and supersedes all prior agreements, communications and understandings of any nature whatsoever, oral or written.

© 2021 Watchful, Inc.