IT-70 - Netiq Corporation - GS35F0429J

Authorized Information Technology Schedule Pricelist

Contract Number GS-35F-0429J Page 2

AUTHORIZED FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY

SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT,

SOFTWARE AND SERVICES

Special Item Numbers (SIN) Products/Services

132-33 ............................................................................................................................. Perpetual Software Licenses 132-34 ................................................................................................................................... Maintenance of Software

SIN 132-33 Perpetual Software Licenses

FSC Class 7030INFORMATION TECHNOLOGY SOFTWARE

Microcomputers

● Utility Software

SIN 132-34 Maintenance of Software

No Code or Class ................................................................................................... See FSC Class for basic software

Contractor:

NetIQ Corporation

515 Post Oak Blvd Suite 1200

Houston, TX 77027-9436 713-418-5000 www.netiq.com

Contract Number: GS-35F-0429J

Period Covered By Contract: May 7, 1999 through May 6, 2019

General Services Administration

Federal Supply Service

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 Supply Service’s Home Page via the Internet at http://www.gsaadvantage.gov

Contract Number GS-35F-0429J Page 3

TABLE OF CONTENTS

CUSTOMER INFORMATION

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM

132-33) AND MAINTENANCE (SPECIAL ITEM 132-34) OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

DESCRIPTIVE INFORMATION RELATING TO SOFTWARE

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATIONPROCUREMENT

PROGRAMS

SUGGESTED FORMATS FOR BLANKET PURCHASE AGREEMENTS

BASIC GUIDELINES FOR USING

“CONTRACTOR TEAM ARRANGEMENTS”

PRICELIST

CONTRACT MODIFICATIONS

This Schedule Contract Pricelist includes Modification# PS-0072 effective July 6, 2017

Contract Number GS-35F-0429J Page 4

CUSTOMER INFORMATION

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SIN DESCRIPTION

132-33 PERPETUAL SOFTWARE LICENSES

132-34 MAINTENANCE OF SOFTWARE

1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN:

SIN PART NUMBER DESCRIPTION GSA PRICE

132-33 6003-1v000-I-US AppManager Connector for Security Manager

$0

132-34 6207-MNT-E-US AppManager for Call Data Analysis 50000+ Phones

$0.14

1c. HOURLY RATES: N/A

2. MAXIMUM ORDER*: The Maximum Order for the following Special Item Numbers (SINs) is

$500,000:

Special Item Number 132-33 - Perpetual Software Licenses

Special Item Number 132-34 – Maintenance of Software

3. MINIMUM ORDER: The minimum dollar of orders to be issued is $100.00.

4. GEOGRAPHIC COVERAGE: Worldwide

5. POINT(S) OF PRODUCTION:

Houston, TX 77027

6. DISCOUNT FROM LIST PRICES: All prices shown herein are net Government prices unless otherwise indicated.

7. QUANTITY DISCOUNT: None

8. PROMPT PAYMENT TERMS: None.

9.a Government Purchase Cards must be accepted at or below the micro-purchase threshold.

9.b Government Purchase Cards are accepted above the micro-purchase threshold.

10. FOREIGN ITEMS: Country of Origin is listed for each pricelist line item.

Contract Number GS-35F-0429J Page 5

11a. TIME OF DELIVERY:

SIN DELIVERY TIME (DAYS ARO)

132-33 7 DAYS ARO

11b. EXPEDITED DELIVERY: Delivery times of 1-7 days after receipt of order (ARO) are available, as negotiated between the ordering activity and the Contractor.

11c. OVERNIGHT AND 2-DAY DELIVERY: The Contractor provides overnight and 2-day delivery times subject to the availability of product inventory. The Contractor shall pay for shipment, with freight prepaid and invoiced. Authorization must be included on the ordering activity order for products.

11d. URGENT REQUIRMENTS: 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: Destination for the 48 contiguous states, the District of Columbia, Alaska, Hawaii, Puerto

Rico and U.S. Territories.

13a. ORDERING ADDRESS:

Houston, TX 77027

13b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on

Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. PAYMENT ADDRESS:

Attn: Accounts Receivable 14041 Collections Center Drive Chicago, IL 60693-0140

15. WARRANTY PROVISION: Unless specified otherwise in this contract, the Contractor’s standard commercial warranty as stated in the contract’s commercial pricelist will apply to this contract.

16. EXPORT PACKING CHARGES: N/A

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: N/A

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): See SIN specific Terms and Conditions

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND

ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

Contract Number GS-35F-0429J Page 6

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

24b. Section 508 Compliance for EIT: Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following: www.netiq.com

25. DUNS NUMBER: 941301624

26. NOTIFICATION REGARDING REGISTRATION IN SYSTEMS FOR AWARD MANAGEMENT

REGISTRATION (SAM) DATABASE: Registration valid.

http://www.netiq.com/

Contract Number GS-35F-0429J Page 7

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE

LICENSES (SPECIAL ITEM 132-33) AND MAINTENANCE (SPECIAL ITEM

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 Government reserves the right to inspect or test any software that has been tendered for acceptance. The Government may require repair or replacement of nonconforming software pursuant to Contractor’s standard limited product warranty at no increase in contract price. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

Consistent with 48 CFR 32.905(a)(1)(ii), Government acceptance shall be deemed to have occurred constructively on the 7th day after the contractor has delivered supplies or performed services in accordance with the terms and conditions of the contract, unless there is a disagreement over quantity, quality, or contractor compliance with a contract requirement.

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

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

3. GUARANTEE/WARRANTY:

a. The Contractor warrants the diskette, tape, and/or compact disc upon which Contractor delivers

Contractor’s Software to Government Licensee will be free from material defects in materials and workmanship under normal use for a period of sixty (60) days from the date of shipment. The Contractor’s entire liability and the Government’s exclusive remedy will be replacement of the diskette, tape, and/or compact disc not meeting the Contractor’s limited warranty and which is returned to the Contractor or a Contractor authorized representative with a copy of the receipt. The Contractor will have no responsibility to replace a diskette, tape, or compact disc damaged by accident, abuse or misapplication.

b. DISCLAIMER OF WARRANTIES. The Government expressly acknowledges and agrees that use of the

Software provided by Contractor is at the Government’s sole risk. The Software and related documentation provided by Contractor are provided “AS IS” and without warranty of any kind. Contractor and the Contractor’s Licensor(s) EXPRESSLY DISCLAIM ALL WARRANTIES, CLAIMS, AND/OR

REPRESENTATIONS MADE BY CONTRACTOR OR ITS SUPPLIERS, EITHER EXPRESS, IMPLIED,

OR STATUTORY, WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY

WARRANTIES OR CONDITIONS OF TITLE, QUALITY, PERFORMANCE, NONINFRINGEMENT,

MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY

WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE

USAGE. CONTRACTOR AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE WILL

MEET GOVERNMENT NEEDS OR BE FREE FROM ERRORS, OR THAT OPERATION OF THE

SOFTWARE WILL BE UNINTERRUPTED, OR THAT ALL DEFECTS WILL BE CORRECTED.

CONTRACTOR AND ITS SUPPLIERS DO NOT WARRANT THE ACCURACY OF THE REPORTS

GENERATED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF

THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE

PRODUCTS. THIS DISCLAIMER OF WARRANTIES SHALL APPLY TO THE EXTENT ALLOWED BY

LAW.

Contract Number GS-35F-0429J Page 8

c. LIMITATION OF LIABILITY. CONTRACTOR’S AND ITS SUPPLIERS’ CUMULATIVE LIABILITY TO

GOVERNMENT OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY

CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL

NOT EXCEED THE LICENSE FEE PAID TO CONTRACTOR FOR USE OF THE SOFTWARE.

CONTRACTOR AND ITS SUPPLIERS WILL NOT BE LIABLE TO GOVERNMENT OR ANY THIRD-

PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL

DAMAGES, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER

TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE,

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY

SHALL APPLY TO THE EXTENT ALLOWED BY LAW.

4. TECHNICAL SERVICES:

Technical services are not included in the Government’s price for software. Technical support services are only provided in conjunction with the purchase of software maintenance (Special Item 132-34).

Under the provisions of software maintenance, the Contractor, without additional charge to the Government, shall provide a hot line technical support number (713) 548-1788 or (888) 323-6768 as well as email support for the purpose of providing user assistance and guidance in the use of the software. The technical support number is available from 8:30AM to 6:00PM CST Monday through Friday.

Regular Coverage Phone .............. (713) 418-5000 Emergency Coverage (“24 X 7”) .... (713) 418-5000

Web site .......................................... www.netiq.com E-Mail ....................................... support@netiq.com

5. SOFTWARE MAINTENANCE:

a. 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.

c. Software maintenance service shall include the following:

(1) UNLIMITED E-MAIL, TELEPHONE OR FAX SUPPORT. The Contractor will provide E-Mail, telephone and fax support during its normal business hours Monday through Friday (holidays excepted) and after hours support on an emergency basis. The Contractor’s primary vehicle for support will be E-Mail unless unavailable for the Government.

(2) UPDATES. The Contractor shall provide the Government notification in writing of revisions, updates, modifications and enhancements ("Updates") to the Software as they become available. These Updates will be distributed by the Contractor via E-Mail unless unavailable for the Government. The contents of all Updates shall be decided upon by the Contractor in its sole discretion and will generally include changes that correct defects as well as enhancements and upgrades to update the Software to the most current release of the Software then being generally marketed by the Contractor, provided, however, the Updates shall not include (i) versions of the Software compatible with new operating systems, or (ii) enhancements, updates or upgrades separately marketed by the Contractor. The

Contract Number GS-35F-0429J Page 9

Government may obtain Updates through E-Mail delivery of a machine-readable copy pursuant to instructions contained in the Updates notification.

(3) ERROR CORRECTIONS. The Contractor shall use its reasonable efforts to correct any reproducible programming error in the Software attributable to the Contractor with a level of effort commensurate with the severity of the error, provided that the Contractor shall have no obligation to correct all errors in the Software. Upon identification of any programming error, the Government shall notify the Contractor of such error and shall provide the Contractor with enough information to reproduce the error. The Contractor shall not be responsible for correcting any errors not attributable to the Contractor. Errors attributable to the Contractor shall be those that are reproducible by the Contractor on unmodified Software.

d. The Government shall have the option to receive maintenance in accordance with the Contractor’s then current maintenance policy upon:

(1) Registration of the Contractor Software with the Contractor, and

(2) Payment in advance to the Contractor, on an annual basis, of the Maintenance charges then in effect for the Contractor Software licensed to the Government based upon its then-current Licensed Accounts.

e. Government responsibilities shall include the following:

(1) GOVERNMENT ASSISTANCE. The Government agrees to provide the Contractor reasonable access to all necessary personnel to answer questions about any problems reported by the Government regarding the Software. The Government agrees to promptly implement all Updates and error corrections provided by the Contractor. The Government also agrees to use E-Mail as its primary support communication connection with the Contractor, if possible and practical for the Government.

(2) GOVERNMENT CONTACT PEOPLE. The Government shall appoint two (2) individuals with the

Government’s organization to serve as primary contacts between the Government and the Contractor and to receive support through the Contractor’s E-Mail support center. All of the Government’s support inquiries shall be initiated through these contacts.

(3) ADDITIONAL EXPENSES. The Contractor’s reasonable expenses, including, but not limited to, E-

Mail charges, modem dial up charges, travel and living expenses, which are incurred during the course of custom service modification work or on site maintenance services required because the Government does not provide remote access to the computers running the EA Server and EA Client shall be paid by the Government. Upon the Government’s request, the Contractor will notify the Government of such estimated charges before they are incurred. All such charges are outside the scope of this contract.

(4) PROCUREMENT AND MAINTENANCE OF SYSTEM. Government Licensee is responsible for procuring, installing and maintaining the hardware and software platforms (e.g., database server systems, application server systems, and client systems) that are supported by Contractor with respect to the Software, as expressly set forth in the Documentation (“Supported Platform”), together with the provision of any other necessary hardware or software required for its proper operation (collectively the “System”), and for providing a suitable operating environment in accordance with the guidelines specified by the suppliers or manufacturers of the components of the System. Contractor is not responsible for the installation, sizing, configuration, performance or other operation of the System, and Government Licensee shall look solely to the suppliers or manufacturers of the components of the System with respect to such matters. Government Licensee acknowledges that Updates to the Software may require upgrades to certain components of the System, as set forth in the Documentation for such Updates, in order to ensure optimum performance, and that Government Licensee is solely responsible for obtaining such software and hardware upgrades.

(5) EXCLUSIONS. The Contractor is not required to provide any Maintenance Services directly related to problems arising from: (i) The Government’s failure to implement all Updates to the Software which

Contract Number GS-35F-0429J Page 10 are issued under the contract; (ii) any alterations of or additions to the Software performed by parties other than the Contractor; (iii) interconnection of the Software with other software products not supplied by the Contractor; or (iv) use of the Software on an operating system or CPU other than the operating system or CPU for which such Software was designed for and licensed for use on. The Contractor shall only be obligated to support the then current production version of the Software and the immediate prior release for a period of six (6) months after such release. Support for any earlier versions or for other problems not covered under the contract may be obtained at the Contractor’s then current rates for special technical services outside the scope of this contract.

6. PERIODS OF MAINTENANCE (132-34):

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

b. Maintenance may be discontinued by the Government on thirty (30) calendar days written notice to the Contractor. In the event of a lapse in Maintenance, Government Licensee may purchase Maintenance by execution of the applicable Order Schedule and payment of the corresponding Maintenance Fee, including any reactivation fee then required by Contractor’s Maintenance Policy. Government Licensee shall be responsible for updating the hardware and software platform to a Supported Platform.

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

d. CROSS-YEAR FUNDING WITHIN CONTRACT PERIOD. Where an ordering office’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering office 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 offices should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is to be continued during the subsequent period.

7. UTILIZATION LIMITATIONS (132-33 AND 132-34):

Commercial computer software and/or commercial computer software documentation is offered by the Contractor under licenses customarily provided to the public. The Government shall have only those rights specified herein. The Contractor does not furnish technical information related to commercial computer software (or commercial computer software documentation) that is not customarily provided to the public. Further, the Contractor does not relinquish rights to use, modify, reproduce, release, perform, display, or disclose commercial computer software (or commercial computer software documentation) except as mutually agreed to by the parties.

See 48 CFR 12.212.

When acquired by the Government, commercial computer software and related documentation shall be subject, but not limited, to the following:

a. LICENSE GRANT. In consideration of Government’s payment of the applicable License Fee as set forth in this Agreement and subject to the terms and conditions of this Agreement, NetIQ Corporation (“NetIQ” or Contractor”) grants to Government as an end user licensee (“Licensee”) during the Term of this Agreement a worldwide, nonexclusive license, without the right to sublicense and solely for its own internal business operations, (i) to use NetIQ’s Software in object code format (“Software”) subject to all of the terms of this Agreement, the number of licenses purchased for end users, and in accordance with the terms of the NetIQ’s standard end user documentation for the Software (“Documentation”); (ii) to use Documentation solely in connection with Licensee’s installation and use of the Software; and (iii) to install, integrate, and implement the Software or to have authorized third parties do so for Licensee. Third party software (“Additional Software”) may be provided for the convenience of Licensee and may be subject to

Contract Number GS-35F-0429J Page 11 separate terms and conditions as provided by the third party licensor (“Licensors”). This contract does not grant Licensee any right to receive, or any license to, any enhancement or update of the Software, or any other NetIQ software. Licensee shall implement all reasonable measures to ensure that its End Users comply with the restrictions and limitations of this Agreement.

b. RESTRICTION ON COPIES. Licensee may reproduce the Software, Additional Software, and

Documentation only as necessary to use the Software for the number of licenses purchased and to make a reasonable number of copies for back-up and archival purposes. Licensee shall only make exact copies of the versions as originally delivered by NetIQ, and shall ensure that each copy contains all titles, trademarks, and copyright and restricted rights notices as in the original. If Licensee receives its first copy of the Software electronically, and a second copy on physical media, the second copy may be used for archival purposes only. All such copies, including any partial copies, constitute Software, Additional Software, or Documentation, as the case may be.

c. LICENSE RESTRICTIONS. The rights granted in Section 1(a) above are subject to the following restrictions: (i) Licensee may use the Additional Software only in combination with the Software and solely for purposes of installing, operating, or processing data generated by the Software; (ii) Licensee may not use the Additional Software as stand-alone applications; (iii) Licensee may not modify, port, adapt, translate, localize, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software or Additional Software, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation; (iv) Licensee may not sublicense or use the Software or Additional Software for time-sharing, rental, outsourcing, application or managed service provision, or service bureau use, or transfer, lease, assign, pledge, share or distribute, or on-line use, or to train persons other than licensed End Users, unless previously agreed to in writing by NetIQ; (v) Licensee shall not use the Software that are development tools for general application development purposes; (vi) Licensee shall not disclose the results of any performance, functional or other evaluation or benchmarking of the Software to any third party without the prior written permission of NetIQ; (vii) Licensee may not remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software, Additional Software, or Documentation.

d. TITLE; RETENTION OF RIGHTS. NetIQ reserves all rights not expressly granted Licensee in this

Agreement. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that NetIQ only grants Licensee a limited right of use, which may be revocable in accordance with the terms of this contract and that NetIQ and its Licensors retain all rights, title and interest in and to the Software, Additional Software, Documentation Updates, derivative works, modifications, bug fixes, and/or other intellectual property provided by NetIQ or its Licensors, as applicable. Licensee acknowledges and agrees that it does not acquire any rights, express or implied, in or to the foregoing, except as specifically set forth in this Agreement. The Software, Additional Software, and Documentation are protected by the copyright laws of the United States and international copyright treaties. Licensee hereby grants NetIQ a worldwide, non-exclusive, royalty-free, perpetual right and license to use and incorporate into the Software any new features, functionality, corrections, or enhancements for the Software suggested by Licensee. Licensee acknowledges that the Software incorporating any such new features, functionality, corrections or enhancements shall be the sole and exclusive property of NetIQ and all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon NetIQ.

e. CERTIFICATION AND AUDIT RIGHTS. At NetIQ’s written request, but not more frequently than once annually during the Term of this Agreement, Licensee shall certify to NetIQ in a writing signed by Licensee’s authorized representative its compliance with the terms of this Agreement, and listing (i) the number of End Users by country, and (ii) the locations and types of the systems on which it operates or has installed the Software. Licensee is responsible for implementing reasonable means to monitor its compliance with the terms of this Agreement. NetIQ reserves the right to audit Licensee’s use of the Software no more than once annually at NetIQ’s expense. NetIQ shall schedule any audit at least fifteen

(15) days in advance. Any such audit shall be conducted during regular business hours at Licensee’s facilities and shall not unreasonably interfere with Licensee’s business activities. If such audit reveals that Licensee has underpaid fees to NetIQ, Licensee shall promptly pay to NetIQ such fees at the prices previously agreed to for such Software and, if the underpayment is greater than ten percent (10%), Licensee shall reimburse NetIQ for its reasonable costs of audit.

Contract Number GS-35F-0429J Page 12

f. EVALUATION USE. In the event that the Software is licensed only for Evaluation Use, the terms of this paragraph shall apply. The license to use the Software commences on installation of the Software and continues for a period of 30 days, or a shorter period for certain software products, (the “Evaluation Period”) for the purpose of evaluating the NetIQ Software to determine whether Government wants to purchase a license. Government shall limit disclosure of the Software solely to its employees, as strictly necessary. This Evaluation License shall be used solely by Government Licensee’s employees, and no other third party, and shall not exceed the “Number of User Account Licenses” issued by NetIQ. Such use of the NetIQ Software shall take place solely at the Licensee’s site, strictly in an evaluation or testing environment. Software licensed for Evaluation Use may automatically disable itself at the end of the Evaluation Period, as it employs a restriction mechanism, which restricts the program to a limited working time. This restriction mechanism and the manner in which it enforces the restriction is maintained in confidence by NetIQ as a trade secret, and the Government may not publish, disclose or reveal it. The Government agrees that it will not do anything to circumvent or defeat the restriction mechanism. In the event any Evaluation Software does not have an automatic disabling mechanism, then Government shall discontinue using and return the Software within ten (10) business days after the end of the Evaluation Period.

8. SOFTWARE CONVERSIONS (132-33):

Software conversions are not available under the scope of this contract.

9. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY:

For all software indicated by the Contractor's published specifications to be compatible with specified types and models of a named computer manufacturer, the Contractor warrants that each of the Contractor's software products is compatible in all respects with all (manufacturer) units, systems, and programs with which the (manufacturer) unit is compatible

10. RIGHT-TO-COPY PRICING:

See paragraph 6.b under Utilization Limitations.

Contract Number GS-35F-0429J Page 13

DESCRIPTIVE INFORMATION RELATING TO SOFTWARE

Systems Management

NetIQ Systems Management solutions provide rich heterogeneous systems management and monitoring, enabling organizations to provide effective service management, align their IT operations with business priorities and optimize the delivery of IT-based business services.

Security Management

NetIQ Security Management solutions uniquely provide real-time monitoring and audit of IT-based changes and user activity, detection of threats and intrusions, security event management and correlation, log management and incident response automation—all with a single, integrated and scalable infrastructure.

Administration

NetIQ Enterprise Administration solutions deliver advanced migration and delegated administration and change monitoring capabilities that go beyond the native tools for Windows Server, Active Directory, Group Policy, and Exchange.

Voice and Video - VoIP Management

NetIQ VoIP Systems and Security Management solutions provide enterprise customers with a unique ability to manage VoIP performance and availability, monitor security threats, and ensure call quality.

Platform Products - iSeries Management

NetIQ iSeries solutions provide proven protection to hundreds of customers on thousands of servers, through simplified auditing, log management, intrusion protection, security configuration management and administration for iSeries and AS/400 systems.

http://www.netiq.com/products/securitymgmt/default.asp http://www.netiq.com/products/windowsadmin/default.asp http://www.netiq.com/products/voipmgmt/default.asp http://www.netiq.com/products/iseriesmgmt/default.asp

Contract Number GS-35F-0429J Page 14

USA COMMITMENT TO PROMOTE SMALL BUSINESS

PARTICIPATIONPROCUREMENT PROGRAMS

1. PREAMBLE:

Contractor provides commercial products and services to the ordering activities. We are committed to promoting participation of small, small disadvantaged and women-owned small businesses in our contracts. We pledge to provide opportunities to the small business community through reselling opportunities, mentor-protégé programs, joint ventures, teaming arrangements, and subcontracting.

2. COMMITMENT:

a. To actively seek and partner with small businesses.

b. To identify, qualify, mentor and develop small, small disadvantaged and women-owned small businesses by purchasing from these businesses whenever practical.

c. To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns.

d. To undertake significant efforts to determine the potential of small, small disadvantaged and women-owned small business to supply products and services to our company.

e. To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses.

f. To attend business opportunity workshops, minority business enterprise seminars, trade fairs, procurement conferences, etc., to identify and increase small businesses with whom to partner.

g. To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting opportunities.

We signify our commitment to work in partnership with small, small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts. To accelerate potential opportunities please contact the Contractor.

Contract Number GS-35F-0429J Page 15

SUGGESTED FORMATS FOR BLANKET PURCHASE AGREEMENTS

BEST VALUE

BLANKET PURCHASE AGREEMENT

FEDERAL SUPPLY SCHEDULE

(Insert Customer Name)

In the spirit of the Federal Acquisition Streamlining Act (Ordering Activity) and (Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s) ____________________.

Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: search for sources; the development of technical documents, solicitations and the evaluation of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acquisition Regulation (FAR) 9.6.

This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less.

Signatures

Ordering Activity Date

Contractor Date

BPA NUMBER _____________

(CUSTOMER NAME)

BLANKET PURCHASE AGREEMENT

Pursuant to GSA Federal Supply Schedule Contract Number(s)____________, Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (Ordering Activity):

(1) The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of the contract, except as noted below:

MODEL/PART NUMBER*SPECIAL BPA DISCOUNT/PRICE

(2) Delivery:

DESTINATION DELIVERY SCHEDULE/DATES

Contract Number GS-35F-0429J Page 16

(3) The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be ______________.

(4) This BPA does not obligate any funds.

(5) This BPA expires on _________________ or at the end of the contract period, whichever is earlier.

(6) The following office(s) is hereby authorized to place orders under this BPA:

OFFICE POINT OF CONTACT

(7) Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper.

(8) Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum:

(a) Name of Contractor;

(b) Contract Number;

(c) BPA Number;

(d) Model Number or National Stock Number (NSN);

(e) Purchase Order Number;

(f) Date of Purchase;

(g) Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and

(h) Date of Shipment.

(9) The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA.

(10) The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor’s invoice, the provisions of this BPA will take precedence.

Contract Number GS-35F-0429J Page 17

BASIC GUIDELINES FOR USING

“CONTRACTOR TEAM ARRANGEMENTS”

Federal Supply Schedule Contractors may use “Contractor Team Arrangements” (see FAR 9.6) to provide solutions when responding to a ordering activity requirements.

These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal Supply Schedule contracts.

Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract.

Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors.

Customers should refer to FAR 9.6 for specific details on Team Arrangements.

Here is a general outline on how it works:

● The customer identifies their requirements.

● Federal Supply Schedule Contractors may individually meet the customers needs, or -

● Federal Supply Schedule Contractors may individually submit a Schedules “Team Solution” to meet the customer’s requirement.

● Customers make a best value selection.

Authorized Government Price List

SIN Ordering Number Product Family

Product/Service

Group Product Name Description GSA Price

132-33 101-1v000-I-US System

Management

App Manager (V 7.0) Base Agents (per server)

AppManager for Microsoft Windows NT

Workstation/Windows 2000 Professional

$32.00

132-34 101-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Microsoft Windows NT

Workstation/Windows 2000 Professional

$7.20

132-33 103-1v000-I-US System

Management

App Manager (V 7.0) Backup Modules

(per server)

AppManager for Microsoft Exchange Server $768.00

132-34 103-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Microsoft Exchange Server $172.80

132-33 104-1v000-I-US System

Management

App Manager (V 7.0) Database Modules

(per server)

AppManager for Microsoft SQL Server $768.00

132-34 104-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Microsoft SQL Server $172.80

132-33 107-1v000-I-US System

Management

App Manager (V 7.0) Backup Modules

(per server)

AppManager for Microsoft Internet Information

Server

$384.00

132-34 107-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Microsoft Internet Information

Server

$86.40

132-33 115-1v000-I-US System

Management

App Manager (V 7.0) Backup Modules

(per server)

AppManager for Lotus Domino $768.00

132-34 115-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Lotus Domino $172.80

132-33 117-1v000-I-US System

Management

App Manager (V 7.0) Backup Modules

(per server)

AppManager for Microsoft Cluster Service $384.00

132-34 117-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Microsoft Cluster Service $86.40

132-33 121-1v000-I-US System

Management

App Manager (V 7.0) Hardware Modules

(per server)

AppManager for Compaq Insight Manager $96.00

132-34 121-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Compaq Insight Manager $21.60

132-33 142-1v000-I-US System

Management

App Manager (V 7.0) Database Modules

(per server)

AppManager for Oracle RDBMS $768.00

132-34 142-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Oracle RDBMS $172.80

132-33 144-1v000-I-US System

Management

App Manager (V 7.0) Hardware Modules

(per server)

AppManager for Dell OpenManage $96.00

132-34 144-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Dell OpenManage $21.60

132-33 146-1v000-I-US System

Management

App Manager (V 7.0) Backup Modules

(per server)

AppManager for Microsoft Terminal Service $384.00

132-34 146-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Microsoft Terminal Service $86.40

132-33 147-1v000-I-US System

Management

App Manager (V 7.0) Framework

Connectors (per management server)

AppManager Connector for Tivoli Enterprise $9,600.00

132-34 147-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager Connector for Tivoli Enterprise $2,160.00

132-33 148-1v000-I-US System

Management

App Manager (V 7.0) Framework

Connectors (per management server)

AppManager Connector for CA Unicenter TNG $9,600.00

132-34 148-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager Connector for CA Unicenter TNG $2,160.00

132-33 149-1v000-I-US System

Management

App Manager (V 7.0) Framework

Connectors (per management server)

AppManager Connector for HP OpenView NNM $3,200.00

132-34 149-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager Connector for HP OpenView NNM $720.00

132-33 154-1v000-I-US System

Management

App Manager (V 7.0) Backup Modules

(per server)

AppManager for CA ARCserveIT $384.00

GS-35F-0429J Page 23

SIN Ordering Number Product Family

Product/Service

Group Product Name Description GSA Price

132-34 154-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for CA ARCserveIT $86.40

132-33 155-1v000-I-US System

Management

App Manager (V 7.0) Backup Modules

(per server)

AppManager for VERITAS Backup Exec $384.00

132-34 155-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for VERITAS Backup Exec $86.40

132-33 156-1v000-I-US System

Management

App Manager (V 7.0) Hardware Modules

(per server)

AppManager for Siemens ServerView $96.00

132-34 156-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Siemens ServerView $21.60

132-33 166-1v000-I-US System

Management

App Manager (V 7.0) Backup Modules

(per server)

AppManager for Microsoft Active Directory $768.00

132-34 166-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Microsoft Active Directory $172.80

132-33 168-1v000-I-US System

Management

App Manager (V 7.0) Framework

Connectors (per management server)

AppManager Connector for HP Vantage Point

Operations

$9,600.00

132-34 168-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager Connector for HP Vantage Point

Operations

$2,160.00

132-33 170-1v000-I-US System

Management

App Manager (V 7.0) Framework

Connectors (per management server)

AppManager Connector for Remedy AR System $3,200.00

132-34 170-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager Connector for Remedy AR System $720.00

132-33 299-1v000-I-US System

Management

App Manager (V 7.0) Framework

Connectors (per management server)

AppManager Connector for Micromuse Netcool $9,600.00

132-34 299-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager Connector for Micromuse Netcool $2,160.00

132-33 300-1v000-I-US System

Management

App Manager (V 7.0) Base Agents (per server)

AppManager for Microsoft Windows 2000

Datacenter Server/Datacenter Server 2003

$1,536.00

132-34 300-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Microsoft Windows 2000

Datacenter Server/Datacenter Server 2003

$345.60

132-33 449-1v000-I-US System

Management

App Manager (V 7.0) Backup Modules

(per server)

AppManager ResponseTime for Web $1,920.00

132-34 449-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager ResponseTime for Web $432.00

132-33 5012-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for BEA WebLogic Application

Server UNIX 1-2 CPU Server

$960.00

132-34 5012-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for BEA WebLogic Application

Server UNIX 1-2 CPU Server

$216.00

132-33 5013-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for BEA WebLogic Application

Server UNIX 3-8 CPU Server

$3,200.00

132-34 5013-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for BEA WebLogic Application

Server UNIX 3-8 CPU Server

$720.00

132-33 5014-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for BEA WebLogic Application

Server UNIX 9-16 CPU Server

$6,400.00

132-34 5014-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for BEA WebLogic Application

Server UNIX 9-16 CPU Server

$1,440.00

GS-35F-0429J Page 24

SIN Ordering Number Product Family

Product/Service

Group Product Name Description GSA Price

132-33 5015-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for BEA WebLogic Application

Server UNIX 17-27 CPU Server

$10,880.00

132-34 5015-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for BEA WebLogic Application

Server UNIX 17-27 CPU Server

$2,448.00

132-33 5016-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for BEA WebLogic Application

Server UNIX 28-39 CPU Server

$15,360.00

132-34 5016-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for BEA WebLogic Application

Server UNIX 28-39 CPU Server

$3,456.00

132-33 5017-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for BEA WebLogic Application

Server UNIX 40+ CPU Server

$23,040.00

132-34 5017-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for BEA WebLogic Application

Server UNIX 40+ CPU Server

$5,184.00

132-33 5063-1v000-I-US System

Management

App Manager (V 7.0) Management

Consoles

AppManager Diagnostic Console (1 Console) $320.00

132-34 5063-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager Diagnostic Console (1 Console) $72.00

132-33 5068-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for IBM WebSphere Application

Server UNIX 1-2 CPU Server

$960.00

132-34 5068-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for IBM WebSphere Application

Server UNIX 1-2 CPU Server

$216.00

132-33 5069-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for IBM WebSphere Application

Server UNIX 3-8 CPU Server

$3,200.00

132-34 5069-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for IBM WebSphere Application

Server UNIX 3-8 CPU Server

$720.00

132-33 5070-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for IBM WebSphere Application

Server UNIX 9-16 CPU Server

$6,400.00

132-34 5070-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for IBM WebSphere Application

Server UNIX 9-16 CPU Server

$1,440.00

132-33 5071-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for IBM WebSphere Application

Server UNIX 17-27 CPU Server

$10,880.00

132-34 5071-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for IBM WebSphere Application

Server UNIX 17-27 CPU Server

$2,448.00

GS-35F-0429J Page 25

SIN Ordering Number Product Family

Product/Service

Group Product Name Description GSA Price

132-33 5072-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for IBM WebSphere Application

Server UNIX 28-39 CPU Server

$15,360.00

132-34 5072-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for IBM WebSphere Application

Server UNIX 28-39 CPU Server

$3,456.00

132-33 5073-1v000-I-US System

Management

App Manager (V 7.0) Cross Platform

Application Agents

(by server size) -

Application Servers

AppManager for IBM WebSphere Application

Server UNIX 40+ CPU Server

$23,040.00

132-34 5073-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for IBM WebSphere Application

Server UNIX 40+ CPU Server

$5,184.00

132-33 5075-1v000-I-US System

Management

App Manager (V 7.0) Management

Consoles

AppManager Diagnostic Console (10 Consoles) $1,600.00

132-34 5075-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager Diagnostic Console (10 Consoles) $360.00

132-33 512-1v000-I-US System

Management

App Manager (V 7.0) Hardware Modules

(per server)

AppManager for IBM Director $96.00

132-34 512-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for IBM Director $21.60

132-33 5354-1v000-I-US System

Management

App Manager (V 7.0) Database Servers AppManager for Oracle RDBMS UNIX 1-2 CPU

Server

$960.00

132-34 5354-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Oracle RDBMS UNIX 1-2 CPU

Server

$216.00

132-33 5355-1v000-I-US System

Management

App Manager (V 7.0) Database Servers AppManager for Oracle RDBMS UNIX 3-8 CPU

Server

$3,200.00

132-34 5355-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Oracle RDBMS UNIX 3-8 CPU

Server

$720.00

132-33 5356-1v000-I-US System

Management

App Manager (V 7.0) Database Servers AppManager for Oracle RDBMS UNIX 9-16 CPU

Server

$6,400.00

132-34 5356-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Oracle RDBMS UNIX 9-16 CPU

Server

$1,440.00

132-33 5357-1v000-I-US System

Management

App Manager (V 7.0) Database Servers AppManager for Oracle RDBMS UNIX 17-27 CPU

Server

$10,880.00

132-34 5357-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Oracle RDBMS UNIX 17-27 CPU

Server

$2,448.00

132-33 5358-1v000-I-US System

Management

App Manager (V 7.0) Database Servers AppManager for Oracle RDBMS UNIX 28-39 CPU

Server

$15,360.00

132-34 5358-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Oracle RDBMS UNIX 28-39 CPU

Server

$3,456.00

132-33 5359-1v000-I-US System

Management

App Manager (V 7.0) Database Servers AppManager for Oracle RDBMS UNIX 40+ CPU

Server

$23,040.00

132-34 5359-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for Oracle RDBMS UNIX 40+ CPU

Server

$5,184.00

132-33 5378-1v000-I-US System

Management

App Manager (V 7.0) Messaging Modules AppManager for IBM WebSphere MQ UNIX 1-2

CPU Server

$960.00

132-34 5378-MNT-E-US System

Management

Maintenance Maintenance

(Annual)

AppManager for IBM WebSphere MQ UNIX 1-2

CPU Server

$216.00

132-33…