IT-70 - Quantitative Software Management, Inc. - GS35F0367J

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GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List

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 on-line database system available at www.GSAAdvantage.gov.

Schedule Number 70, Information Technology (IT) General Purpose Commercial IT Equipment, Software, and Services

SIN 132-32 - TERM SOFTWARE LICENSES

FSC CLASS 7030 – Information Technology Software

SIN 132-50 - TRAINING COURSES FOR IT EQUIPMENT AND SOFTWARE

FPDS Code U012

SIN 132-51 - IT PROFESSIONAL SERVICES

FPDS Code D302 IT Systems Development Services FPDS Code D306 IT Systems Analysis Services FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified

Contract Number: GS-35F-0367J

For more information on ordering from Federal Supply Schedules, go to www.gsa.gov/schedules. Find link to “GSA Schedules,” then to “Customers Ordering from Schedules.” Next, find links to “Ordering Procedures for Services Requiring a Statement of Work” and

“Ordering Procedures for Services not Requiring a Statement of Work,” as needed.

Contract Period: April 14, 2014 – April 13, 2019

Quantitative Software Management Address: 2010 Corporate Ridge, Ste 500;

McLean, VA 22102

Phone: (800) 424-6755 Fax: (703) 749-3795 Web site: www.qsm.com Contract administration: Angela Maria Lungu Email: angelamaria.lungu@qsm.com

Business Size: Small Business (under all QSM’s NAICS codes)

Pricelist Current through Modification Number PA-0044, dated March 06, 2017

Contract Holder

IT Services from Quantitative Software Management, Inc. Page 2 of 20 www.qsm.com. │ 800.424.6755

GSA Contract No. GS-35F-0367J

Table of Contents

I. Customer Information

II. Pricelists

1. Term Software License Pricelist (SIN 132-32)

2. Training Courses Pricelist (SIN 132-50)

3. IT Professional Services (SIN 132-51)

III. Detailed Terms and Conditions

1. Applicable Terms and Conditions for SIN 132-32

2. Applicable Terms and Conditions for SIN 132-50

3. Applicable Terms and Conditions for SIN 132-51

IV. Labor Categories and Descriptions (SIN 132-51)

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GSA Contract No. GS-35F-0367J SPECIAL NOTICE TO AGENCIES: Small Business Participation

SBA strongly supports the participation of Small Business concerns in the Federal Acquisition Service.

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, customers are to give preference to Small Business concerns when two or more items at the same delivered price will satisfy their requirements.

I. Customer Information

1a. Table of awarded Special Item Numbers (SINs):

SIN# SIN Title 132-32 Term Software Licenses 132-50 Training Courses for IT Equipment and Software 132-51 IT Professional Services

1b. Identification of the lowest priced service for each special item number awarded in the contract.

Prices do not include Industrial Funding Fees.

SIN# Model Price 132-32 SLIM-Estimate®, -Control®, or -Metrics®, $8,467.02 (per annum) Single Site Annual License 132-50 Using Estimation to Better Manage Software $9,168.77 (per course) Sustainment in a DevOps Environment 132-51 Analyst I: Without SLIM® Software $ 93.93 (per hour)

License Purchase

1c. A description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services is provided at Section IV, Labor Categories and Descriptions (for SIN # 132-51).

2. Maximum order for each SIN:

SIN# MAXIMUM ORDER

132-32 $500,000.00 132-50 $ 25,000.00 132-51 $500,000.00

3. Minimum order: $100.00

4. Geographic coverage (delivery area): Domestic delivery only. Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, District of Columbia, and U.S. Territories.

Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

5. Point(s) of production: McLean (Fairfax County), Commonwealth of Virginia, USA. Per Trade Agreements Act of 1979, all items are US-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).

6. Discount from list prices or statement of net price: Prices shown are NET Prices; Basic Discounts have been deducted.

7. Quantity discounts: None offered

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GSA Contract No. GS-35F-0367J 8. Prompt payment terms: 0% - 30 days from receipt of invoice or date of acceptance, whichever is later.

9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold: Yes

9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold: Yes

10. Foreign items: Not applicable

11a. Time of delivery: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

SIN# Delivery Time (Days ARO) 132-32 30 days 132-50 30 days 132-51 30 days

11b. Expedited delivery: Not applicable

11c. Overnight and 2-day delivery: Not applicable

11d. 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.

12. FOB point(s): Destination

13a. Ordering address(es):

Quantitative Software Management, Inc.

Attn: Sales Manager (for SINs 132-32 or 132-50) or Attn: Consulting Manager (for SIN 132-51) 2000 Corporate Ridge, Suite 700; McLean, VA 22102

(800) 424-6755 or (703) 790-0055

13b. Ordering procedures: For supplies and services, the ordering procedures, information on blanket purchase agreements (BPAs), and a sample BPA can be found at the GSA/FSS schedule homepage (www.fss.gsa.gov/schedules).

14. Payment address:

Quantitative Software Management, Inc.

2010 Corporate Ridge, Suite 500; McLean, VA 22102

(800) 424-6755 or (703) 790-0055

In addition, bank account information for electronic funds transfer (EFT) payment is shown on the invoice.

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

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

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GSA Contract No. GS-35F-0367J (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; and

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

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

16. Export packing charges: Not applicable

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level): Credit cards are accepted for payments less then, equal to, or above the micro-purchase threshold for oral or written delivery orders.

18. Terms and conditions of rental maintenance, and repair: Not applicable

19. Terms and conditions of installation: Not applicable

20. Terms and conditions of repair parts: Not applicable

20a. Terms and conditions for any other services: Found at Section III, Detailed Terms and Conditions

21. List of service and distribution points. The following telephone number(s) can be used by Ordering Activities to obtain technical and/or ordering assistance:

SIN# Name Phone Email 132-32 Lawrence Putnam, Jr. (703) 790-0055 larry.putman.jr@qsm.com 132-50 Lawrence Putnam, Jr. (703) 790-0055 larry.putman.jr@qsm.com

132-51 Douglas T. Putnam (703) 790-0055 doug.putnam@qsm.com

22. List of participating dealers: Not applicable

23. Preventative maintenance: Not applicable

24a. Special attributes such as environmental attributes: Not applicable

24b. Section 508 compliance: If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following point of contact: Angela Maria Lungu, (703) 790-0055. The EIT standard can be found at:

www.Section508.gov/.

25. Data Universal Number System (DUNS) number: 03-899-4083 (MPIN 1394H6723) and Commercial and Government Entity (CAGE) code: 1Z153.

26. QSM has an Active registration in the System for Award Management (SAM) database, valid to March 04, 2018.

27. Company’s policy regarding uncompensated 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).

28. Contractor Tasks/Special Requirements (C-FSS-370) (Nov 2003).

28a. 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 Schedule.

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GSA Contract No. GS-35F-0367J 28b. 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 Public Law 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.

28c. 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.

28d. 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.

28e. 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.

28f. 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.

28g. 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.

28h. Data/Deliverable Requirements. Any required data/deliverables at the ordering level will be as specified or negotiated in the Agency’s order.

28i. Government-Furnished Property. As specified by the Agency’s order, the Government may provide property, equipment, materials or resources, as necessary.

28j. 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.

II. Pricelists (SINs 132-32, 132-50, and 132-51)

Note: The Industrial Funding Fee is included in all pricing and rates listed below.

1. Term Software License Pricelist (SIN# 132-32)

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GSA Contract No. GS-35F-0367J SLIM-Estimate®, SLIM-Control®, or SLIM-Metrics® Annual

License

Number of Seats Single Product Price

Single Site 1 $ 8,531.00

2. Training Courses Pricelist (SIN# 132-50)

Class Course Length Fee per Class

Using Estimation to Better Manage Software Sustainment in a DevOps Environment 1 Day $9,168.77

Emerging Technologies 2 Day $22,921.91

Using Estimation to Better Manage Software Sustainment in a DevOps Environment This 1‐day workshop provides a basic understanding of sustainment/maintenance cost considerations for DoD estimators. Topics will cover relevant work‐breakdown structure categories and analogous data sources that should support estimation. An example of using the SLIM parametric modeling approach for estimating sustainment costs will also be covered during this workshop.

Emerging Technologies This 2‐day workshop provides basic understanding of how to apply QSM estimating approaches to emerging technologies and diverse project solutions such as agile, COTS/GOTS implementation, service oriented architecture (SOA), major code‐ refactoring, defect management and sustainment considerations. For each emerging technology/method, the workshop will discuss what is truly unique vs. simply differences in terminology and provide an understanding of how those changes translate to an effective estimation approach.

Note 1: Training documentation is included in the above fees

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GSA Contract No. GS-35F-0367J

3. IT Professional Services Pricelist (SIN# 132-51)

Labor Category ConditionNote 1 Hourly RateNote 2

Principal Without SLIM® software license purchase $272.77 Principal With SLIM® software license purchase $260.28

Consultant II Without SLIM® software license purchase $195.70 Consultant II With SLIM® software license purchase $182.65

Consultant I Without SLIM® software license purchase $154.99 Consultant I With SLIM® software license purchase $141.95

Analyst II Without SLIM® software license purchase $140.81 Analyst II With SLIM® software license purchase $123.51

Analyst I Without SLIM® software license purchase $ 99.41

Analyst I With SLIM® software license purchase $ 94.64

Note 1: Category price (hourly rate) is determined by whether or not a concurrent SLIM® tool license (SIN# 132-32) has been purchased.

Note 2: Consultants' use of QSM software (SLIM-Estimate®, SLIM-Control®, SLIM-MasterPlanner®, SLIM- DataManager®, and SLIM-Metrics®) for the duration of the project is included in the above fees.

III. Detailed Terms and Conditions

1. Terms and Conditions Applicable to Term Software Licenses (SIN# 132-32)

1a. 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 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 software, unless the change is due to the defect in the software.

1b. Guarantee/Warranty. Unless specified otherwise in this contract, the Contractor’s End User License Agreement/warranty (Quantitative Software Management, Inc., Single and Multi-user License Agreement) as stated in the contract’s commercial pricelist and as follows below will apply to this contract:

2. ENTERPRISE USER LICENSE AGREEMENT REQUIREMENTS (EULA)

The Contractor has provided its approved EULA below:

QSM CUSTOMER-HOSTED SOFTWARE LICENSE AGREEMENT

This is a legal agreement (“Agreement”) between Quantitative Software Management, Inc.

(“QSM”) a Virginia corporation having offices at 2000 Corporate Ridge, Suite 700, McLean, VA 22102, and Licensee, the party licensing software from QSM. This Agreement includes the separate QSM-provided ordering documents under which ordering activity have ordered the Products (each such document being a “Purchase Order”).

SOFTWARE. As used in this Agreement, “Software” means any QSM-provided applications or firmware that has been provided to Licensee for use pursuant to a Purchase Order. The

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GSA Contract No. GS-35F-0367J “Software” consists of the object code version only of the full system, any module or subsystem, sample and utility computer programs provided on the electronic media in this package or used by Licensee from QSM. The term “Software” includes, without limitation, any patches, updates, improvements, additions, enhancements and other modifications or revised versions that may subsequently be provided to Licensee by QSM from time to time.

PRODUCTS. As used in this Agreement, “Products” means the Software and all associated user manuals and user documentation (the “Related Materials”) provided to Licensee for use with the Software. The term “Products” will include all enhanced versions of, and updates to the Related Materials which may subsequently be provided to Licensee by QSM from time to time during the term of this Agreement.

LICENSE. The Products licensed are and will remain the property of QSM. QSM hereby grants Licensee a nonexclusive, nontransferable, revocable license to use the Products as necessary for internal business purposes subject to the terms and conditions of this Agreement and any limitations specified in the Purchase Order for such Products or other negotiated and accepted agreement with QSM. Such internal business purposes do not include use by any parent, subsidiary, or affiliate of Licensee, or any other third party, and Licensee will not permit any such use. Licensee may (i) only use the Software on one computer CPU at a time, and (ii) make one copy of the Software for backup purposes only. In the case of Software intended to be installed on a desktop, laptop or other single user device, Licensee must purchase a single copy of the Software for each such desktop, laptop or other single user device on which Licensee intends to have the Software operate, and Licensee may make a backup copy of each instance of the Software.

In the case of Software intended to be installed on a network and accessed by multiple users, this means that Licensee Purchase Order will specify the number of users who are permitted to use such Software, and Licensee ability to copy the Software is limited to a single backup copy.

Any copy of the Software that Licensee makes is the property of QSM and Licensee agrees to reproduce QSM’s copyright and other proprietary rights notices on any copy Licensee makes.

Licensee may copy or reproduce the Related Materials solely to the limited extent necessary for Licensee’s internal business purposes as they relate to use of the Software. Any copy of the Products that Licensee makes is the property of QSM and Licensee agrees to reproduce QSM’s copyright and other proprietary rights notices on any copy made.

ADDITIONAL RESTRICTIONS. Each user to whom Licensee provides access to the Software must agree to the End User Terms contained herein prior to each instance of use of the Software. Sublicensing and rental of the Products is prohibited. Licensee may not use the Products as part of a service bureau or for time-sharing purposes, or in any other way allow third parties to exploit the Software, including without limitation where the Products are used directly or indirectly (i) for the benefit of a third party or (ii) to compete with QSM. Licensee may not: (i) use the Software on a network or other multiple-user environment unless Licensee pays for and obtains a multiple-user license from QSM; (ii) decompile, disassemble, reverse-engineer otherwise attempt to derive, obtain or modify the source code of the Software; (iii) remove, modify, obscure or obliterate any copyright or other proprietary rights notice on the Products; (iv) modify, create derivative works from, distribute, publicly display, or publicly perform the Products. Licensee acknowledges that copies of the Products are licensed, not sold, and Licensee receives no ownership of any copy or of the Products themselves. Orders under this Agreement may only be placed for delivery and primary use within the region specified in the Purchase Order, if any.

USER COUNT AND LICENSE VERIFICATION. On an annual basis, Licensee will report to QSM the total number of users of the Software, the total number of copies of the Software installed, and the identity of any contractors, advisors and consultants that Licensee has

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GSA Contract No. GS-35F-0367J permitted to use the Software. On a semi-annual basis (or upon notice from QSM if QSM reasonably suspects a breach of this Agreement), QSM will have the right to audit Licensee’s use of the Software. Licensee will provide reasonable cooperation with such audit, including providing access to personnel, computers on which the Software is installed and Licensee network.

RUNTIME-RESTRICTED SOFTWARE. The Software is “Runtime-Restricted Use” software.

Licensee may only use the software to run the Integrated Application. Licensee may not use the branded software to develop new applications, databases or tables licensed for licensee’s applications. Licensee also may not use the Software with existing applications, databases or tables, other than those in the Integrated Application. Licensee may, to configure or extend the Integrated Application, use a tool to run queries or reports from existing tables, or use a development environment or workbench that is part of the Integrated Application.

CONFIDENTIALITY AND NONDISCLOSURE. As used in this Agreement, “Confidential Information” means any and all information and material that:

(i) gives QSM and/or its licensors some competitive business advantage or the opportunity of obtaining such advantage or is otherwise confidential or a trade secret; (ii) is marked “Confidential,” “Restricted,” or “Confidential Information” or other similar marking; (iii) is known by Licensee to be confidential or proprietary; or (iv) from all the relevant circumstances, should reasonably be assumed by Licensee to be confidential or proprietary.

The Confidential Information includes the Products. Confidential Information does not include any information that Licensee can prove: (i) was already known to Licensee without restrictions at the time of its disclosure by QSM; (ii) after its disclosure by QSM, is made known to Licensee without restrictions by a third party having the right to do so; (iii)is or becomes publicly known without violation of this Agreement; or (iv)is independently developed by Licensee without reference to the Confidential Information.

Confidential Information will remain the property of QSM and/or its licensors, and Licensee will not be deemed by virtue of this Agreement or any access to the Confidential Information to have acquired any right, title or interest in or to the Confidential Information. Licensee may not copy any Confidential Information without QSM’s prior written permission. Licensee may not remove any copyright, trademark, proprietary rights or other notices included in or affixed to any Confidential Information.

Licensee agrees: (i) to hold the Confidential Information in strict confidence (ii) to share with only authorized personnel having a need to know the Confidential Information for the purpose of carrying out licensee’s obligations and rights under this Agreement. Any authorized personnel shall be held to the same standard of confidential care. (iii) to afford the Confidential Information at least the same level of protection against unauthorized disclosure or use as Licensee normally uses to protect Licensee’s own information of a similar character, but in no event less than reasonable care; and (vi) to notify QSM promptly of any unauthorized use or disclosure of the Confidential Information and to cooperate with and assist QSM in every reasonable way to stop or minimize such unauthorized use or disclosure. Licensee agrees that upon reasonable request from QSM Licensee will cause any such contractors, advisors or consultants to execute a non-disclosure agreement directly with QSM that is substantially similar to the confidentiality requirements of this Agreement.

Licensor agrees to recognize that courts of competent jurisdiction may require certain information to be released that is required by the Freedom of Information Act (FOIA) that does not fall under certain exceptions must be released when requested. Licensor further agrees that such confidential clauses will be modified to recognize that federal agencies are subject to FOIA

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GSA Contract No. GS-35F-0367J and acknowledge that some information may be released despite being characterized as "confidential" by Licensor.

Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

DEFAULT. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d) (Disputes).

This agreement is subject 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract

MUTUAL WARRANTY. Each party represents and warrants to the other, as of the date that Licensee first receive the Software, that (i) such party has the full right, power and authority to enter into this Agreement; (ii) the execution, delivery and performance by such party of this Agreement are within its powers and have been duly authorized by all necessary action; and (iii) when executed and delivered by it, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

LIMITED WARRANTY. QSM warrants to Licensee that, for a period of 90 days from the date of original receipt, (I) the Software will not, under normal use and service, deviate materially from the applicable specifications contained in the Related Materials, and (ii) the Related Materials will be free from defect in materials and workmanship. If any such deviation appears during such 90-day period in the Products, QSM will use commercially reasonable efforts to correct such deviation in a manner consistent with the support services that QSM provides for the Products. If, despite such commercially reasonable efforts QSM is unable to correct such deviation, such items may be returned to QSM for replacement, without charge. With regard to material defects in the Related Materials, such items may be returned to QSM for replacement, without charge. This warranty does not cover defects arising from modifications or misuse of the Products. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE

AND RELATED MATERIALS ARE PROVIDED “AS IS” AND NO OTHER WARRANTIES ARE

PROVIDED BY QSM WITH RESPECT TO THE PRODUCTS WHETHER EXPRESS, IMPLIED,

OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF

TITLE, MERCHANTABILITY, NON-INFRINGEMENT, INTEGRATION, PERFORMANCE,

ACCURACY, FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES

ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR

USAGE OF TRADE. EXCEPT AS SPECIFIED IN THIS LIMITED WARRANTY, QSM MAKES

NO WARRANTY THAT ANY LICENSED MATERIALS WILL OPERATE ERROR-FREE, FREE

OF ANY SECURITY DEFECTS OR IN AN UNINTERRUPTED MANNER, THAT THE

SOFTWARE WILL OPERATE IN COMBINATION WITH OTHER THIRD-PARTY SOFTWARE

OR HARDWARE SELECTED BY LICENSEE OR THAT THE SOFTWARE WILL MEET

LICENSEE REQUIREMENTS. NO ADVICE OR INFORMATION PROVIDED BY QSM WILL

CREATE A WARRANTY. LICENSEE ASSUMES TOTAL RESPONSIBILITY FOR ANY AND

ALL RISK ARISING FROM LICENSEE USE OF, OR INABILITY TO USE, THE SOFTWARE OR

ANY RELATED MATERIALS.

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GSA Contract No. GS-35F-0367J

LIABILITY. QSM’S OBLIGATION TO USE

COMMERCIALLY REASONABLE EFFORTS TO REPAIR OR TO REPLACE THE DEFECTIVE

PRODUCTS, AS PROVIDED ABOVE BUT NOTHWITHSTANDING ANY OTHER REMEDIES

AVAILABLE TO LICENSEE IN FEDERAL LAW, ARE LICENSEE’S SOLE AND EXCLUSIVE

REMEDIES FOR ANY AND ALL CLAIMS AGAINST QSM ARISING OUT OF OR IN

CONNECTION WITH THIS AGREEMENT OR RELATING TO ANY PRODUCT, WHETHER

MADE OR SUFFERED BY LICENSEE OR ANY OTHER PERSON OR PARTY AND WHETHER

BASED IN CONTRACT OR TORT OR OTHERWISE, IN NO EVENT WILL QSM BE LIABLE

FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL,

INCIDENTAL, PUNITVE, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING WITHOUT

LIMITATION LOST PROFITS, ANY DAMAGES RESULTING FROM LOSS OF DATA,

SECURITY BREACH, PROPERTY DAMAGE, LOST REVENUE, LOST SAVINGS OR LOSS OF

BUSINESS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE

PERFORMANCE OF THE SOFTWARE OR QSM’S PERFORMANCE OF SERVICES OR OF

ANY OTHER OBLIGATIONS RELATING TO THIS AGREEMENT, WHETHER OR NOT

LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT

WILL THE LIABILITY OF QSM ARISING OUT OF OR IN CONNECTION WITH THIS

AGREEMENT OR THE USE OR INABILITY TO USE ANY PRODUCT EXCEED THE AMOUNT

LICENSEE PAID TO LICENSE THE SOFTWARE.

INDEMNITY BY QSM. The U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

TAXES.

The contract price includes all applicable Federal, State, and local taxes and duties.

EXPORT OF PRODUCTS. Licensee agrees that Licensee will not, directly or indirectly, export or reexport, or knowingly permit the export or reexport of, the Products, or any technical information about the Products, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar U.S. law or regulation, requires an export license or other U.S. Government approval, unless the appropriate export license or approval has been obtained.

NOTICES. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt.

Notices to QSM shall be addressed to the attention of its Co-Chief Executive Officer, with a copy to its Vice President, Sales, at the address specified in the first paragraph of this Agreement.

Notices to Customer shall be addressed to the individual named on the applicable Purchase Order at the address specified on such Purchase Order.

MISCELLANEOUS. In the event of the partial or complete invalidity of any clause of this Agreement, such clause will be deemed to be restated to reflect, as nearly as possible under applicable law, the original intentions of the parties, and the remainder of this Agreement will continue in full force and effect. Without limiting the foregoing, it is expressly understood and agreed that each and every provision of this Agreement that provides for a limitation of liability, disclaimer of warranties or exclusion of damages is intended by the parties to be severable and independent of any other provision and to be enforced as such. Further, it is expressly understood and agreed that in the event any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth herein will remain in full force and effect. This Agreement constitutes the entire agreement and understanding between us and supersedes any proposal, prior agreement, or any other communication between us, oral or written, relating to the subject matter of this Agreement. No

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GSA Contract No. GS-35F-0367J failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. This Agreement will be governed by Federal law. Licensor may not assign or transfer this Agreement without approval from a duly warranted government Contracting Officer

ELECTRONIC COMMUNICATION. The parties hereto agree to receive from the other electronic communications via email or an authorized website. QSM will communicate with Licensee by e-mail or posting notices on the QSM web site. Licensee agree that all agreements, notices, disclosures and other communications that QSM provides to Licensee electronically satisfy any legal requirement that such communications be in writing.

U.S. GOVERNMENT USE. The Products, including related commercial software and technology installed on the hardware of, and/or documentation and technical data, delivered to the United States (“U.S.”) Federal government end users, is "commercial computer software" and “commercial technical data” pursuant to the applicable Federal Acquisition Regulation (“FAR”) and agency supplemental regulations, including the Defense of Defense FAR Supplement (“DFARS”). Where the Products are being delivered to the U.S. Government under a U.S. Government contract or subcontract, use, reproduction and disclosure of the Products by the U.S. Government will be subject to this Agreement. The customary commercial license contained in this Agreement is provided in accordance with FAR § 12.211 (Technical Data) and FAR § 12.212 (Software) and, for Department of Defense transactions, DFARS § 227.7102-1 (Technical Data), DFARS § 252.227-7015 (Technical Data – Commercial Items) and DFARS §

227.7202.3 (Rights in Commercial Computer Software or Computer Software Related Materials).

The parties agree to adhere to all applicable federal laws, regulations regarding the transference of additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For purposes of the FAR, the Products will be deemed to be “unpublished” and licensed with disclosure prohibitions.

1c. Technical Services. The Contractor provides, without additional charge to the Ordering Activity, a technical support number, which is for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is (800) 424-6755, and is available from 9am (EST) to 5pm (EST).

1d. Software Maintenance as a Product (SIN 132-32) 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.

(1) 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.

(2) 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.

1e. Periods of Term Licenses (132-32). The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time. Term licenses may be discontinued by the Ordering Activity on thirty (30) calendar days’ written notice to the Contractor.

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GSA Contract No. GS-35F-0367J (1) Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses 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 orders citing the new appropriation shall be required, if the period of the term licenses is to be continued during any remainder of the contract period.

(2) 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.

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

1f. Utilization Limitations (132-32). Software acquisition is limited to commercial computer software defined in FAR Part 2.101. 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 (e.g., service, bureau, division, command) 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 1b 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.

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GSA Contract No. GS-35F-0367J

(5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including the 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.

1g. Software Conversions (132-32). 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 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.

2. Terms and Conditions Applicable to Training Courses (SIN# 132-50)

2a. Scope. The Contractor shall provide training courses normally available to commercial customers, which will permit Ordering Activity users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation. The Contractor shall provide training at the Contractor's facility and/or at the Ordering Activity's location, as agreed to by the Contractor and the Ordering Activity.

2b. Orders. Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under BPAs shall be the basis for the purchase of training courses, in accordance with the terms of this contract. Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course.

2c. Time of Delivery. The Contractor shall conduct training on the date (time, day, month, and year) agreed to by the Contractor and the Ordering Activity.

2d. Cancellation and Rescheduling. The Ordering Activity will notify the Contractor at least seventy-two

(72) hours before the scheduled training date if a student will be unable to attend. The Contractor will then permit the Ordering Activity to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the Ordering Activity will modify its original training order to specify the time and date of the rescheduled training class.

(1) In the event the Ordering Activity fails to cancel or reschedule a training course within the time frame specified in paragraph 4a, above, the Ordering Activity will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the Ordering Activity to reschedule a student who fails to attend a training class within ninety (90) days from the original course date, at no additional charge.

(2) The Ordering Activity reserves the right to substitute one student for another up to the first day of class.

(3) In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the Ordering Activity, the Contractor must notify the Ordering Activity at least seventy-two

(72) hours before the scheduled training date.

2e. Follow-up Support. The Contractor agrees to provide each student with unlimited telephone support for a period of one (1) year from the completion of the training course. During this period, the student may contact the Contractor's instructors for refresher assistance and answers to related course curriculum questions.

2f. Price for training. The price that the Ordering Activity will be charged will be the Ordering Activity training price in effect at the time of order placement, or the Ordering Activity price in effect at the time the training course is conducted, whichever is less.

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GSA Contract No. GS-35F-0367J 2g. Invoices and Payment. Invoices for training shall be submitted by the Contractor after Ordering Activity completion of the training course. Charges for training must be paid in arrears (31 U.S.C. 3324).

2h. Format and Content of Training. The Contractor shall provide written materials (e.g., manuals, handbooks, texts) normally provided with course offerings. Such documentation will become the property of the student upon completion of the training class. For hands-on training courses, there must be a one-to-one assignment of IT equipment to students. The Contractor shall provide each student with a Certificate of Training at the completion of each training course. Additionally, the Contractor shall provide the following information for each training course offered:

(1) The course title and a brief description of the course content, to include the course format (e.g., lecture, discussion, hands-on training);

(2) The length of the course;

(3) Mandatory and desirable prerequisites for student enrollment;

(4) The minimum and maximum number of students per class;

(5) The locations where the course is offered;

(6) Class schedules; and

(7) Price (per student, per class, if applicable).

2i. Travel Costs. For those courses conducted at the Ordering Activity’s location, instructor travel charges (if applicable), including mileage and daily living expenses (i.e., per diem charges), are governed by Public Law 99-234 and FAR Part 31.205-46, and are reimbursable by the Ordering Activity on orders placed under the Multiple Award Schedule, as applicable, in effect on the date(s) the travel is performed. Contractors cannot use GSA City Pair contracts. The Industrial Funding Fee does NOT apply to travel and per diem charges.

2j. “No Charge” Training. None.

3. Terms and Conditions Applicable to IT Professional Services (SIN# 132-51)

3a. Scope. The prices, terms and conditions stated under Special Item Number 132-51, Information Technology Professional Services, apply exclusively to IT Services within the scope of this Information Technology Schedule. The Contractor shall provide services at the Contractor’s facility and/or at the Ordering Activity location, as agreed to by the Contractor and the Ordering Activity.

3b. Performance Incentives. Performance incentives may be agreed upon between the Contractor and the Ordering Activity on individual fixed price orders or BPAs under this contract, in accordance with this clause. The Ordering Activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or BPAs. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, Ordering Activities shall consider establishing incentives where performance is critical to the Ordering Activity’s mission and incentives are likely to motivate the contractor.