IT-70 - Onespan Canada Inc. - GS35F0337K

AUTHORIZED

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

SPECIAL ITEM NUMBER 132-32 Term Software Licenses

FSC Class 7030 Information Technology Software Large Scale Computers

Operating System Software Application Software

Microcomputers Operating System Software Application Software

SPECIAL ITEM NUMBER 132-33 Perpetual Software Licenses FSC Class 7030 Information Technology Software

Large Scale Computers Operating System Software Application Software

Microcomputers Operating System Software Application Software

SPECIAL ITEM NUMBER 132-34 Maintenance of Software as a Service Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially.

Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324.

SPECIAL ITEM NUMBER 132-50 Training Courses FPDS U012 Training Courses For Information Technology Equipment And Software

SPECIAL ITEM NUMBER 132-51 - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified

Note 1: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

Note 2: Offerors and Agencies are advised that the Group 70 – Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services.

Note 3: This solicitation is not intended to solicit for the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performance by the publisher or manufacturer or one of their authorized agents.

SILANIS TECHNOLOGY, INC.

8200 Boul Decarie, Bureau300

Montreal, Quebec H4P 2P5 Tel: 514-337-5255

FAX: 514-337-5258

www.silanis.com

Contract Number: GS-35F-0337K

General Services Administration

Federal Acquisition Service

Period Covered by Contract: April 5, 2015 through April 4, 2020 Pricelist current through Mod #PO-0053 effective 5 April 2015 & Refresh #34

Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA

Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Acquisition Service’s Home Page via the Internet at http://www.fss.gsa.gov/

TABLE OF CONTENTS

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE OF SOFTWARE (SPECIAL ITEM

NUMBER 132-34) FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

TERMS AND CONDITIONS APPLICABLE TO TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 132-50)

TERMS AND CONDITIONS APPLICABLE TO INFORMATIONTECHNOLOGY (IT) PROFESSIONAL SERVICES (SIN 132-51)

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS

BEST VALUE BLANKET PURCHASE AGREEMENT

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM AGREEMENTS”

Silanis eSign Live (Terms and Conditions) End User License Agreement

Silanis Technology, Inc. GS-35F-0337K Page 2 514-337-5255 http://www.fss.gsa.gov/

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE

TO ALL SPECIAL ITEM NUMBER

SPECIAL NOTICE TO AGENCIES: Small Business Participation

SBA strongly supports the participation of small business concerns in the Federal Supply Schedules Program. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micro-purchase threshold, FAR 8.404 requires agencies to consider the catalogs/price lists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage! on-line shopping service (www.fss.gsa.gov). The catalogs/price lists, GSA Advantage! and the Federal Supply Service Home Page (www.fss.gsa.gov) contains information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting price lists for a best value determination.

For orders exceeding the micro-purchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

1. GEOGRAPHIC SCOPE OF CONTRACT:

The 48 contiguous states, Alaska, Hawaii, the District of Columbia, the Commonwealth of Puerto Rico and U.S. Territories. Delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

[ ] The Geographic Scope of Contract will be domestic and overseas delivery.

[ ] The Geographic Scope of Contract will be overseas delivery only.

[X] The Geographic Scope of Contract will be domestic delivery only.

2. SILANIS ORDERING ADDRESS AND PAYMENT INFORMATION:

Ordering Address Payment Address

Silanis Technology, Inc. Silanis Technology, Inc.

8200 Boul Decarie Bureau, Suite 300 8200 Boul Decarie Bureau, Suite 300 Montreal, Quebec H4P 2P5 Montreal, Quebec H4P 2P5 Attn: Matt Lane, 514-337-5255 x1182 Attn: Matt Lane, 514-337-5255 x1182

Contractors are required to accept the Government purchase card for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Government purchase cards will be acceptable for payment above the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice. The following telephone number(s) can be used by ordering agencies to obtain technical and/or ordering assistance:

1-(888) 745-2647 – Technical Assistance

Silanis Technology, Inc. GS-35F-0337K Page 3

3. LIABILITY FOR INJURY OR DAMAGE

Silanis shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by Silanis, unless such injury or damage is due to the fault or negligence of Silanis.

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD

FORM 279:

Block 9: G. Order/Modification under Federal Schedule Block 16: Data Universal Numbering System (DUNS) Number: 253554737 Block 30: Type of Contractor- B. Other Small Business Block 31: Woman-Owned Small Business - No Block 36: Contractor's Taxpayer Identification Number (TIN) 98-0194060 Block 40: Veteran Owned Small Business (VOSB): No

4a. CAGE Code: 3AK81

4b. Silanis has registered with the Central Contractor Registration Database

5. FOB DESTINATION

6. DELIVERY SCHEDULE

a. TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

132-32/33 30 Days

b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery.

The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7. DISCOUNTS: Prices shown are NET Prices; Basic Discounts have been deducted.

a. Prompt Payment: _0__% - _30__ days from receipt of invoice or date of acceptance, whichever is later.

b. Quantity:

AWS License Fees – Transaction Quantity Discounts SIN # Part# Type Description

132-32 AWS-TX10000 Transactional Quantity order up to 10,000. Recurring transactions fee based on volume order.

Silanis Technology, Inc. GS-35F-0337K Page 4

132-32 AWS-TX30000 Transactional Quantity order 10,001 to 30,000. Recurring transactions fee based on volume order.

132-32 AWS-TX50000 Transactional Quantity order 30,001 to 50,000. Recurring transactions fee based on volume order.

132-32 AWS-TX100000 Transactional Quantity order 50,001 to 100,000. Recurring transactions fee based on volume order.

ApproveIt Desktop End User

Volume Discount Pricing

SIN Part Number Description

GSA

Unit Price

132-33 APD-0001 1 User $142.62 132-33 APD-0100 100 User $128.36 132-33 APD-0250 250 Users $114.10 132-33 APD-0500 500 Users $106.96 132-33 APD-1000 1,000 Users $99.84

Note: Quantities above 1,000 units may be considered for a site license. Pricing for the site license is determined on a case-by-case basis and is determined from the site potential use of the ApproveIt® product. This is usually based on the number of target application licenses (such as MS Office).

c. Dollar Volume: NONE

d. Other Special Discounts (i.e. Government Education Discounts, etc.)

8. TRADE AGREEMENTS ACT OF 1979, AS AMENDED:

All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING

Export packing will be made available when necessary for documentation and media outside the scope of this contract.

10. SMALL REQUIREMENTS

The minimum dollar of orders to be issued is $0.

Silanis Technology, Inc. GS-35F-0337K Page 5

11. MAXIMUM ORDER

Note: All dollar amounts are exclusive of any discount for prompt payment.

a. The Maximum Order value for the following Special Item Numbers (SINs) is $500,000:

Special Item Number 132-32 - Term Software Licenses Special Item Number 132-33 - Perpetual Software Licenses Special Item Number 132-34 – Maintenance of Software Special Item Number 132-51 - Information Technology (IT) Professional Services

b. The Maximum Order for the following Special Item Numbers (SINs) is $25,000:

Special Item Number 132-50 - Training Courses

12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

REQUIREMENTS: ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index).

Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

Information Technology products under this Schedule that do not conform to Federal Information P

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS):

Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act.

Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

14. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003)

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract.

Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

Silanis Technology, Inc. GS-35F-0337K Page 6

(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4)

16. GSA ADVANTAGE!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to:

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

Silanis Technology, Inc. GS-35F-0337K Page 7

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.: NetScape). The Internet address is http://www.gsaadvantage.gov

17. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule;

and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

b. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

c. The maintenance/repair service provided is the standard commercial terms and conditions for the type of products and/or services awarded.

19. OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

Silanis products do not require installation. Warranty Maintenance and extended maintenance agreements are provided on a return to depot basis. When equipment is returned to Silanis from an overseas destination for warranty maintenance and/or maintenance under an extended warranty agreement, Silanis will return equipment to the port of embarkation.

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

Silanis Technology, Inc. GS-35F-0337K Page 8

20. BLANKET PURCHASE AGREEMENTS (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable.

BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

21. CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis- Bacon Act apply.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8 or 132-9.

23. SECTION 508 COMPLIANCE.

I certify that in accordance with 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), FAR 39.2, and the Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility Standards (36 CFR 1194) General Services Administration (GSA), that all IT hardware/software/services are 508 compliant:

Yes ___XX__ No _______

The offeror is required to submit with its offer a designated area on its website that outlines the Voluntary Product Accessibility Template (VPAT) or equivalent qualification, which ultimately becomes the Government Product Accessibility Template (GPAT). Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL): www.silanis.om.

The EIT standard can be found at: www.Section508.gov/.

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order –

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and

(b) The following statement:

Silanis Technology, Inc. GS-35F-0337K Page 9 http://www.silanis.om/ http://www.section508.gov/

This order is placed under written authorization from _______ dated _______. 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.

25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

26. SOFTWARE INTEROPERABILITY.

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program.

Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

27. ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324)

Silanis Technology, Inc. GS-35F-0337K Page 10 http://www.core.gov/

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM

NUMBER 132-32) PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND

MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its postacceptance 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 software, unless the change is due to the defect in the software.

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

The Contractor shall provide all Enterprise User License Agreements in an editable Microsoft Office (Word) format.

3. GUARANTEE/WARRANTY

a. Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract.

(1) For ninety (90) days following its delivery, the Software will perform substantially in accordance with the Documentation: provided that (I) the Software has been properly installed, (ii) a written warranty claim describing in sufficient detail the nature of the defect is sent to Licensor by Licensee during the warranty period, and (iii) the defect described in the written warranty claim was not primarily caused by Licensee’s negligence or tampering with the Software, by an error, bug, defect or failure of other software used in conjunction with the Software, or by the Software’s interaction or use in conjunction with products, technology, software, hardware, equipment or systems not expressly identified in the Documentation (the “Software Warranty)

(2) For ninety (90) days following its delivery, the CD-Rom, tapes, diskettes or other media upon which Licensor delivers the software will be free of defects in material and workmanship under normal use, except if the Software is delivered by electronic means (i.e. as an attachment to an e-mail or downloaded from the Internet), in which case there is no warranty with respect to media (the “Media Warranty”); and

(3) To its actual knowledge, (I)Licensor is the owner of the Software and Documentation, or otherwise has the legal right and full authority to grant to Licensee the licenses provided hereunder, without the need to obtain any licenses, releases consents, approvals, permits or immunities not yet obtained; (ii)the Software and Documentation and the reproduction and use thereof as contemplated by this Agreement do not infringe or misappropriate any intellectual property of any third party; and (iii) the software does not contain any disabling device or code that will, with the passage of time, impair the functionality or use of the Software (the “Other Warranty”).

(4) Disclaimer of Warranty. Except as specifically provided herein, vendor makes no express or implied warranties whatsoever and expressly disclaims the implied warranties of merchantability and fitness for a particular purpose

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

Silanis Technology, Inc. GS-35F-0337K Page 11

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 1-514-337-5255 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 9:00 a.m. EST to 5:00 p.m. EST, Monday through Friday. In order to facilitate turnaround time, please have your customer and/or serial number when you call.

5. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined:

___XX_____ 1. Software Maintenance as a Product (SIN 132-32 or SIN 132-33)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service.

Software Maintenance as a product is billed at the time of purchase.

_______ 2. Software Maintenance as a Service (SIN 132-34)

Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324.

Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324.

b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324).

PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

6. PERIODS OF TERM LICENSES (SIN 132-32) AND MAINTENANCE (SIN 132-34)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time.

Silanis Technology, Inc. GS-35F-0337K Page 12

b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder of the contract period.

d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement.

b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to the next, provided the software remains on a term license within the ordering activity.

c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license.

d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to __________% of all term license payments during the period that the software was under a term license within the ordering activity.

8. TERM LICENSE CESSATION

a. After a software product has been on a continuous term license for a period of ___________ * months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited.

b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms of Special Item Number l32-34, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

9. UTILIZATION LIMITATIONS - (SIN 132-32, SIN 132-33, AND SIN 132-34)

a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101.

Silanis Technology, Inc. GS-35F-0337K Page 13

b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following:

(1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified.

(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

(3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions.

(4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

(5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

10. SOFTWARE CONVERSIONS - (SIN 132-32 AND SIN 132-33)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another.

Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (132-32), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

Silanis Technology, Inc. GS-35F-0337K Page 14

The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered.

12. RIGHT-TO-COPY PRICING

The Contractor shall insert the discounted pricing for right-to-copy licenses.

Silanis Technology, Inc. GS-35F-0337K Page 15

ApproveIt® Software

ApproveIt Web Server (AWS)

Note: Each AWS sale must include services and training certification with it. A Go-Live Fast is required with each purchase to ensure a successful implementation of AWS.

The ApproveIt Web Server fully automates web-based transactions requiring presentation, signing and delivery of regulated or legally-enforceable documents. The Web Server complies with all e-signature laws and regulations including E-SIGN and UETA, and can be used for consumer, commercial and government transactions to benefit organizations in three ways:

• Customer pull-through is greatly improved due to a significantly faster transaction turnaround time and elimination of manual processing errors.

• All operations related to the transaction are greatly streamlined since transaction data remains securely electronic and can move between systems without errors.

• Compliance management is automated thereby reducing transaction and corporate risk.

The ApproveIt Web Server enables enterprise business applications to replace their paper-based transactions with a web-based process in either online or point-of-sale environments through a unique combination of capabilities:

• The ApproveIt Web Server supports multiple methods of electronic signing as required by the circumstances, regulations or standards, and assures the accuracy of the electronic presentation and delivery of documents with only a web browser required.

• The ApproveIt Web Server securely records and signs all actions and viewing of the documents presented through the browser to create legally-enforceable evidence of the transaction.

• The ApproveIt Web Server uses standardized web interfaces for quick, easy integration with business, web and content management applications creating and storing the transaction documents.

The licensing and pricing model for the ApproveIt Web Server is based on three components:

• One-time fixed charge for the software components used in a particular configuration

• Charge for the number of concurrent users accessing the software at the same time

• Annual maintenance and support

Silanis Technology, Inc. GS-35F-0337K Page 16

ApproveIt Web Server

ApproveIt Web Server (AWS) is an enterprise-class E-Signature Process Management software solution for the execution, management and auditing of business e-transactions. The software pricing is based on a one-time license fee which consists of individual fees for various modules, capacity and users. See the notes for further details on pricing, licensing and terms.

Base $47,500 + (e-sign module of choice) $23,750 = 71,250

AWS License Fees – Software Modules SIN # Part# Modules Description GSA $

Note: At least one of the following e-signing modules is required as a base.

132-33 AWS-ONL AWS ONL Online click-to-sign e-signing module 23,750

132-33 AWS-POS AWS POS Signature tablet capture e-signing module 23,750

132-33 AWS-PKI AWS PKI Digital certificate (PKI) e-signing module 23,750

132-33 AWS-BASE AWS Core Orchestration, evidence capture, basic execution functions. This module is required. 47,500

Base module is purchased with one of the e-signing modules. Pricing remains the same.

SIN Part# Optional Modules Description Price($)

132-33 AWS-PREE-P Production Process Reviewer

Process Reviewer module for Electronic Evidence database (EEDB) on an in- production system 23,750

132-33 AWS-PREE-NP Non-Production Process Reviewer

Process Reviewer module for Electronic Evidence database (EEDB) on a non-production system 38.000

132-33 AWS-ADAM ADAM AWS Database Archival Module (ADAM) - archives EEDB data offline and extracts specific customer EE 23,750

132-33 AWS-DM AWS Data Merge Merge data from business or portal application to PDF documents at time of signing 23,750

132-33 AWS-LCD-TPM LCD Tablet Process Manager Support for interactive LCD Tablet processes. 33,250

132-33 AWS-STM Signature Template Manager

Provides tools for adding signature and data locations to documents and creating and managing templates. 19,000

132-33 AWS-MISMO MISMO SMARTDoc Support for e-signing MISMO SMARTDoc format. 19,000

132-33 AWS-EMAIL Email Notification Manager

Manages email notifications, templates, reminders NEW in

AWS 3.0 38,000

Silanis Technology, Inc. GS-35F-0337K Page 17

AWS License Fees – Capacity and Users SIN# Part# Type Description Fee ($)

132-33 AWS-AVC Capacity Annual capacity of AWS ONL transactions. Minimum quantity is

100. Not a recurring fee 47.50 each

132-32 AWS-TX10000 Transactional Quantity order up to 10,000. Recurring transactions fee based on volume order. 2.87 each

132-32 AWS-TX30000 Transactional Quantity order 10,001 to 30,000. Recurring transactions fee based on volume order. 2.39 each

132-32 AWS-TX50000 Transactional Quantity order 30,001 to 50,000. Recurring transactions fee based on volume order. 2.15 each

132-32 AWS-TX100000 Transactional Quantity order 50,001 to 100,000. Recurring transactions fee based on volume order. 1.91 each

132-33 AWS-POS-U POS Users AWS POS user. Minimum quantity is 50 142.50 each

132-33 AWS-PKI-U PKI Users User signing with an electronic credential on AWS PKI. Minimum quantity is 50. 142.50

132-33 AWS-VO-U View-only Users

User with view-only access to any Base Module system.

Minimum quantity is 50. 95

132-33 AWS-PR Process Reviewers AWS Process Reviewer access to PREE-P or PREE-NP. 3,800

132-33 AWS-ADMIN Administrators Administrator access for any part of AWS. Minimum one user for each AWS install or PREE-NP 1,900 each

1) Silanis License Fees - a one-time license fee for the Software solution includes the following:

o Software Modules – the fees for each licensed Software module allows the Software solution to be installed and run on the reasonable number of servers required to support the licensed capacity and/or users described below. The Software solution must include at least the base module and one e-signing module. All other modules are optional.

o Capacity – this is only required for configurations of the Software that use of the AWS ONL e-signing module. It determines the maximum volume of AWS transactions that can be performed ANNUALLY by the Software solution. This is NOT a recurring transaction fee. It is part of the one-time license fee that gives the licensee the right to perform up to that maximum number of AWS transactions with the Software EACH year for the term of the license that is normally perpetual.

o POS and PKI Users – POS Users and PKI Users must be licensed to use Point-of-sale (AWS POS) and digital certificate (AWS PKI) e-signing modules respectively.

o Other Users - Administrative users must also be licensed in order to access the Software solution. These users include Administrators, Process Reviewers and View-only users.

2) Other licensing terms:

o The ensemble of modules forming the AWS Software solution may be run as one or more instances on one or more servers for production purposes in order to meet performance and resiliency requirements that are commensurate with the licensed Capacity or number of Users. The ensemble of modules forming the AWS software solution may access and use no more than one database tablespace as required for the operation of the application.

o Additional copies or instances of the AWS software solution may be deployed for non-production purposes including internal development, testing, support, and disaster recovery as long as the deployed non-production copies are under the control of the licensee and are only used for

Silanis…