IT-70 - Open Text Inc. - GS35F0480J

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List

CONTRACT NUMBER:

GS-35F-0480J

PERIOD COVERED BY CONTRACT:

May 27, 1999 through May 26, 2019

BUSINESS SIZE: Other than Small

DUNS NUMBER: 064596158

Pricelist current through Modification A699, effective date 10/15/2018.

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage! a menu- driven database system. The Internet address for GSA Advantage! is http://www.gsaadvantage.gov. For more information on ordering from Federal Supply Schedules click on the FAS Schedules button at http://www.gsa.gov.

Open Text, Inc.

2950 S. Delaware Street

San Mateo, CA 94403 Phone: (301) 340-4069

E-Mail: avernon@opentext.com Website: http://www.opentext.com

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SPECIAL ITEM NUMBER 132-33 - PERPETUAL SOFTWARE LICENSES

FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE

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

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

Large Scale Computers

Operating System Software Application Software Electronic Commerce (EC) Software Utility Software Communications Software Core Financial Management Software Ancillary Financial Systems Software Special Physical, Visual, Speech, and Hearing Aid Software

Microcomputers

Operating System Software Application Software Electronic Commerce (EC) Software Utility Software Communications Software Core Financial Management Software Ancillary Financial Systems Software Special Physical, Visual, Speech, and Hearing Aid Software

NOTE: Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

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SIN 132-50 - TRAINING COURSES FOR INFORMATION TECHNOLOGY EQUIPMENT AND

SOFTWARE (FPDS Code U012)

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

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

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

SIN 70-500 – ORDER-LEVEL MATERIALS (OLMs) – SUBJECT TO COOPERATIVE PURCHASING

Order-Level Materials (OLMs) are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Federal Supply Schedule (FSS) contract or FSS blanket purchase agreement (BPA). OLMs are not defined, priced, or awarded at the FSS contract level. They are unknown before a task or delivery order is placed against the FSS contract or FSS BPA. OLMs are only authorized for inclusion at the order level under a Time-and-Materials (T&M) or Labor-Hour (LH) Contract Line Item Number (CLIN) and are subject to a Not To Exceed (NTE) ceiling price. OLMs include direct materials, subcontracts for supplies and incidental services for which there is not a labor category specified in the FSS contract, other direct costs (separate from those under ODC SINs), and indirect costs. OLMs are purchased under the authority of the FSS Program and are not pen market items

Items awarded under ancillary supplies/services or other direct cost (ODC) SINs are not OLMs. These items are defined, priced, and awarded at the FSS contract level, whereas OLMs are unknown before an order is placed. Ancillary supplies/services and ODC SINs are for use under all order type CLINs (Fixed- Price (FP), T&M, and LH), whereas the Order-Level Materials SIN is only authorized for use under T&M and LH order CLINs.

The Order-Level Materials SIN is only authorized for use in direct support of another awarded SIN. Price analysis for OLMs is not conducted when awarding the FSS contract or FSS BPA; therefore, GSAR

538.270 and 538.271 do not apply to OLMs. OLMs are defined and priced at the ordering activity level in accordance with GSAR clause 552.238-82 Special Ordering Procedures for the Acquisition of Order-Level Materials. Prices for items provided under the Order-Level Materials SIN must be inclusive of the Industrial Funding Fee (IFF).

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Table of Contents

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

AUTHORIZED RESELLERS - ADDITIONAL ORDERING AND REMITTANCE ADDRESSES:

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-

33) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 132- 50)

OPEN TEXT INC.’S END USER LICENSE AGREEMENT

PRODUCT PRICING SPECIAL ITEM NUMBER 132-33 and 132-50

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INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

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 micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage! TM on-line shopping service (www.gsaadvantage.gov). The catalogs/pricelists, GSA Advantage!TM and the Federal Acquisition Service Home Page (www.gsa.gov/fas) contain information on a broad array of products and services offered by small business concerns.

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

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

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GENERAL CONTRACT INFORMATION

1a. Table of awarded Special Item Numbers:

SIN Description

132-33 Perpetual Software License 132-50 Training Courses 70-500 Order Level Materials (OLMs)

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract.

SIN Lowest Price Part Number Lowest Unit Price 132-33 See Attached Pricelist See Attached Pricelist 132-50 See Attached Pricelist See Attached Pricelist

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided: Not Applicable

2. Maximum order: SIN 132-33 $500,000

SIN 132-50 $ 25,000

3. Minimum order: $100.00

4. Geographic coverage: 48 States and District of Columbia, Alaska, Hawaii & Puerto Rico

5. Points of production: Not Applicable

6. Discount from list prices or statement of net price: All pricing represents net prices, discount deducted.

7. Quantity discounts: Product Pricing is established based upon quantity purchases. See Attached Pricelist.

8. Prompt payment terms: 0%, Net 30

9a. The Government purchase cards are accepted at and below the micro-purchase threshold.

9b. The Government purchase cards are accepted above the micro-purchase threshold.

10. Foreign items: Not Applicable

11a. Time of delivery:

SIN STANDARD DELIVERY TIME

(Days ARO)

132-33 30 days ARO 132-50 As agreed upon between the contractor and ordering agency

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11b. Expedited Delivery:

SIN EXPEDITED DELIERY TIME

(Days ARO)

132-33 Is offered and will be negotiated on the Task Order level. When expedited delivery is required, the Contractor will bill the agency the difference between Standard Delivery and Expedited Delivery. 132-50

11c. Overnight and 2-day delivery:

SIN OVERNIGHT & TWO-DAY DELIVERY TIME

(Days ARO)

132-33 Is offered and will be negotiated on the Task Order level. When overnight of two-day delivery is required, the Contractor will bill the agency the difference between Standard Delivery and Overnight or Two-Day Delivery. 132-50

11d. Urgent Requirements:

SIN URGENT REQUIREMENTS

132-33

Will be negotiated on the Task Order level.

132-50

12. F.O.B. point: Destination

13a. Ordering address: See #22 Participating Dealers for additional ordering points.

ORDERING ADDRESS:

Open Text, Inc.

1301 S Mopac Expressway, Ste 150 Austin, TX 78746 Tel: (443) 315-3274 Fax: (443) 283-4248

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: See #22 Participating Dealers for additional remittance points.

PAYMENT ADDRESS:

Open Text, Inc. c/o JP Morgan Lockbox 24685 Network Place Chicago, IL 60673-1246 Tel: (888) 673-6839 Fax: (425) 638-1301

15. Warranty provision: Standard Commercial Warranty

16. Export packing charges: N/A

17. Terms and conditions of Government purchase card acceptance: None

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18. Terms and conditions of rental, maintenance, and repair: Maintenance Fees may increase once annually at Licensor’s discretion, and shall not exceed ten (10%) percent of the previous year’s Maintenance Fee.

Maintenance Services may be withheld by Licensor in the event Licensee fails to make payment of the Maintenance Fee within thirty (30) days of the due date.

19. Terms and conditions of installation: N/A

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices:

N/A

20a. Terms and conditions for any other services: N/A

21. List of service and distribution points:

Service and distribution points:

Open Text, Inc.

2950 S. Delaware Street San Mateo, CA 94403

22. List of Participating Dealers:

AUTHORIZED RESELLERS - ADDITIONAL ORDERING AND REMITTANCE ADDRESSES:

Alamo City Engineering Services 6391 DeZavala Rd, Ste 203A San Antonio, Texas 78249 Attn: Craig T. Stephens (President/CEO) Tel: (210) 386-7340 eMail: craig.stephens@aces.biz

Open Text Public Sector Solutions, Inc.

4075 Wilson Blvd Suite 600 Arlington, VA 22203-1546 Attn: Jeanne Browning Tel: (703) 740-3331 Fax: (703) 465-9134 eMail: jbrownin@opentext.com

General Networks Corporation 3524 Ocean View Blvd.

Glendale, California 91208 Attn: David Horwatt Tel: (818) 249-1962 ext. 706 Fax: (818) 249-1024 eMail: dhorwatt@gennet.com

Nanavati Consulting, Inc.

109 Longfellow Drive Millersville, Maryland 21108 Attn: Edwin Nanavati Tel: (410) 421-5184 Fax: (410) 421-5959 eMail: Edwin.nanavati@nanavaticonsulting.com

Spear Incorporated 8000 Towers Crescent Dr. 13th Floor Vienna, VA 22182-6211 Attn: Gino Antonelli Tel: (703) 847-3678 eMail: gantonelli@spear-inc.net

IDOXSOLUTIONS, Inc.

7910 Woodmont Ave, Ste 230 Bethesda, MD 20814-7058 Attn: Mike Brant Tel: (301) 656-2300 eMail: mbrant@idoxsolutions.com

Intellipeak Solutions 7600 Downstream Court Fredericksburg, VA 22408 Attn: Phil Flores Tel: (202) 744-1262 eMail: contracts@intellipeaksolutions.com

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23. Preventive maintenance: N/A

24a. Special attributes such as environmental attributes: N/A

24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g.

contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov/ Contact Contract Administrator for more information

25. Data Universal Number System (DUNS) number: 064596158

26. Open Text, Inc. is registered in the System for Award Management (SAM) database. Cage Code: 1HHH9

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TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM

NUMBER 132-33) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract.

The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance.

The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its 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.

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

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

OpenText, Inc.’s End User License Agreement is included on pages 16 – 21.

3. GUARANTEE/WARRANTY

a. Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/ warranty as stated in the contract’s commercial pricelist will apply to this contract. 60 days.

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

Open Text

Limited Software Warranty. OT warrants to Licensee that Software: (a) will be free of all known viruses at the time of first delivery; and (b) will perform substantially in accordance with its accompanying Documentation for 60 days from the date of first delivery. OT’s entire liability, and Licensee's sole remedy, for each breach by OT of the warranty in: (i) clause (a) is limited to requiring OT to deliver a replacement copy of the Software to Licensee free of known viruses; and (ii) clause (b) is limited to requiring OT to correct or work around the portion of the Software giving rise to such breach within a commercially reasonable time, failing which Payee will refund all License Fees attributable to the portion of the Software giving rise to the breach.

Warranty Exclusions. The warranties do not apply to any breach caused by: (a) any change to the Software, except where the changes were made by OT through Support Software; (b) Licensee's failure to provide a suitable installation or operating environment for the Software; (c) use of the Software on or caused by software, firmware, computer systems, data, technology or a hardware platform not approved by OT in writing; (d) any telecommunications medium used by Licensee; (e) failure of Licensee or user to comply with the Documentation; or (f) failure of Licensee to report a warranty claim within the warranty period. OT does not warrant that the Software is error-free or will operate without interruption.

WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS SECTION, OT AND OT’S LICENSORS MAKE NO REPRESENTATIONS AND DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR

STATUTORY WARRANTIES, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY IMPLIED

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE

ADEQUACY OF THE SOFTWARE TO PRODUCE A PARTICULAR RESULT.

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Inability to Exclude Warranties. If a jurisdiction applicable to this EULA restricts the exclusion of certain implied warranties, limitations on how long an implied warranty may last, or the exclusion or limitation of incidental, consequential, or special damages: (a) each warranty which cannot be excluded is limited in time to 60 days from the date of first delivery of the Software; and (b) OT's total liability to Licensee for breach of all such warranties are limited to the amount stated in the Limitation of Liability section.

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 800-540-7292 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8:00 a.m. to 8:00 p.m. EST.

5. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined:

___X____ 1. Software Maintenance as a Product (SIN 132-33) Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self diagnostics.

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

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.

Software maintenance service shall include the following:

Open Text - See Open Text Inc. End User Agreement at the end of this section.

6. PERIODS OF MAINTENANCE (SIN 132-33)

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

b. Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for 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 the 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 activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity mayplace an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the 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.

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7. UTILIZATION LIMITATIONS - (SIN 132-33)

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

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

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

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

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

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

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

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8. SOFTWARE CONVERSIONS - (SIN 132-33) (Not Applicable) Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (132-32), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

9. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

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

10. RIGHT-TO-COPY PRICING

Open Text Inc. does not offer Right-to-Copy.

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TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL

PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE

(SPECIAL ITEM NUMBER 132-50)

1. SCOPE

a. 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.

b. 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.

2. ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (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.

3. 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.

4. CANCELLATION AND RESCHEDULING

a. 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.

b. In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified in paragraph a, 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.

c. The ordering activity reserves the right to substitute one student for another up to the first day of class.

d. 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.

5. 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.

6. 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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7. 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). PROMPT PAYMENT DISCOUNT, IF

APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

8. FORMAT AND CONTENT OF TRAINING

a. The Contractor shall provide written materials (i.e., manuals, handbooks, texts, etc.) normally provided with course offerings. Such documentation will become the property of the student upon completion of the training class.

b. For hands-on training courses, there must be a one-to-one assignment of IT equipment to students.

c. The Contractor shall provide each student with a Certificate of Training at the completion of each training course.

d. 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)).

e. For those courses conducted at the ordering activity’s location, instructor travel charges (if applicable), including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L. 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.

f. For Online Training Courses, a copy of all training material must be available for electronic download by the students.

9. “NO CHARGE” TRAINING

The Contractor shall describe any training provided with equipment and/or software provided under this contract, free of charge, in the space provided below.

None .

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OPEN TEXT INC.’S END USER LICENSE AGREEMENT

OpenText End User License Agreement US

This End User License Agreement (“EULA”) is between the Open Text Inc. ("OT") and the Government Ordering Activity ("Licensee"), and is effective on the last signature date (“Effective Date”).

OT and Licensee agree as follows:

1.0 Definitions

“Affiliate” means any entity controlled by, controlling, or under common control with a party to this EULA, including an entity of the procuring federal agency. Control exists through ownership, directly or indirectly, of a majority of the outstanding equity capital and of the voting interests of the subject entity. If an entity ceases to meet these criteria, it will cease to be an Affiliate under this EULA;

“Claim” means claims, suits, actions or proceedings brought against Licensee in a court of competent jurisdiction in a Covered Country by a third party which allege an infringement of the third party’s patent, copyright, or trade secret rights of which OT is aware existing under the laws of the Covered Countries;

“Covered Countries” means Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Italy, New Zealand, Norway, Spain, Sweden, Switzerland, the Netherlands, the United Kingdom and the United States.

"Documentation" means user guides, operating manuals, and release notes in effect as of the date of delivery of the applicable Software, made generally available to OT customers by OT;

“Licensee” means a Government Ordering Activity or End User of the U.S. Government who purchases services and/or supplies through the issuance of a task order, delivery order and contract. A Licensee is not a government employee, or person acting on behalf of the Federal Government in his or her personal capacity.

“Government Ordering Activity” means here any executive agency or any independent establishment in the legislative or judicial branch of the Government (except the Senate, the House of Representatives, the Architect of the Capitol, and any activities under the Architect’s direction).

“License Documents” means this EULA including any addenda, the License Model Schedule, all Transaction Documents (including pricing information), Documentation, the document entitled Third Party Notifications available at www.opentext.com/agreements, and any other documents provided by OT setting out permitted uses of the Software;

“License Fees” means all non-refundable fees payable by Licensee to OT with respect to the granting of Software Licenses;

“License Model” means the description of the conditions, limitations and restrictions associated with the Software License which govern the use of the Software;

“License Model Schedule” for each individual Software License means the schedule entitled “License Model Schedule” attached hereto as Exhibit A.

“Physical Media” means the physical media or hardware containing or enabling Software, such as a compact disc;

“Reseller” means an authorized OT reseller;

"Software" includes software products, Documentation, and Support Software licensed to Licensee under this EULA, including all copies made by Licensee; and may, where the meaning so implies, refer to all of the Software or portions thereof;

“Software License” means a license for the Software granted under this EULA to the Licensee;

"Support Software" means all maintenance and support software, updates, upgrades, patches, fixes, modifications, , or new versions of the Software provided to Licensee pursuant to an OT maintenance and support program, together with all related Documentation provided to Licensee pursuant to such program;

“Taxes” means the sales, use, consumption, goods and services, and value-added taxes imposed by the appropriate governments arising out of granting of licenses and delivery of Software under this EULA, except taxes imposed on OT's income;

“Third Party Software” means software products owned and licensed directly by third parties to the end user;

“Transaction Document” includes: a) a written government task or delivery order schedule signed by both parties which references this EULA, b) a quotation issued by OT and signed by the Licensee, c) an invoice issued by OT, or d) any other document that references this EULA and is agreed to by OT in writing. If and to the extent of any inconsistency between two or more Transaction Documents, the priority of the Transaction Documents will be interpreted in the order listed above. All Transaction Documents are governed by this

EULA.

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2.0 Ownership of the Software

2.1 Ownership. None of the Software is being sold. All ownership, intellectual property, and other rights and interests in the Software remain solely with Open Text Corporation, its Affiliates or its licensors. The source code of the Software is a trade secret of Open Text Corporation, its Affiliates or its licensors, and is their confidential information.

3.0 License Grant

3.1 Grant of License. Except as otherwise stated in the License Documents and subject to Licensee’s payment of the License Fees, OT grants to Licensee a worldwide, nonexclusive, perpetual (unless stated to be a time limited term), internal business use license (unless otherwise stated in the License Model Schedule) to download , install and execute the Software identified in the applicable Transaction Document subject to the License Models, restrictions, quantities, conditions, and limitations stated in the License Documents. OT reserves all rights not expressly granted to Licensee in a written document signed by both parties.

3.2 Applicable License Models. The License Model and any restrictions for use of the Software will be stated in the Transaction Document.

3.3 Allocation of Licenses. Unless prohibited under the applicable License Document, the Licensee may allocate Software Licenses to an entity of the procuring federal agency, provided: (a) the Licensee remains responsible for the Affiliate’s compliance with the License Documents; and (b) the Licensee is liable for any breach of the License Documents by an Affiliate.

4.0 Authorized Reproductions

4.1 Software and Documentation. Subject to the applicable License Model for the Software licensed hereunder, OT agrees that Licensee will have the rights to 1) use or copy for use Software licensed with computer(s) for which it was acquired, including use at the applicable Government installation to which the computer(s) may be transferred; 2) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative; 3) reproduced for safekeeping (archives) or backup purposes; 4) disclose to and reproduce for use by support service contractors, subject to the restrictions set forth in the contract, and 5) use or copy for use with a replacement computer. Licensee may reproduce copies of the Software necessary for it to use the Software as licensed. Each copy of the Software made by Licensee must contain the same copyright and other notices that appear on the original copy. Licensee may not modify the Documentation. Documentation may: (a) only be used to support Licensee’s use of the Software; (b) not be republished or redistributed to any unauthorized third party; and (c) not be distributed or used to conduct training for which Licensee, or any other party, receives a fee. Licensee will not copy any system schema reference document related to the Software.

5.0 Restrictions

5.1 General Restrictions. Except as provided in the License Documents, Licensee will not and will not permit any other party to:

(a) assign, transfer, give, distribute, reproduce, transmit, sell, lease, license, sublicense, publicly display or perform, redistribute or encumber the Software by any means, to any unauthorized party; (b) rent, loan or use the Software for service bureau or time-sharing purposes, or in any other way allow third parties to access, use, and/or exploit the Software; (c) use the Software, in whole or in part, to create a competitive offering; (d) charge a fee to any party for access to or use of the Software; (e) use the Software in a manner inconsistent with the License Documents.

5.2 Further Restrictions. Licensee will not disclose to any unauthorized persons results of any benchmark or other performance, evaluation, or test run on or related to the Software. Licensee acknowledges that the Software is not fault-tolerant and not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance and consequently will not use the Software for (w) the on-line control of aircraft, air traffic, aircraft navigation, or aircraft communications; (x) in the design, construction, operation or maintenance of any nuclear facility; (y) medical or surgical applications; or (z) any other application in which failure could cause personal injury or death. Except as expressly permitted under applicable law and granted herein, Licensee will not modify, adapt, translate, reverse engineer, decompile, disassemble, decrypt, port, emulate the functionality, reverse compile, reverse assemble, or otherwise reduce or attempt to discover any source code or underlying structures, ideas, or algorithms of the Software or any confidential information or trade secret.

5.3 Derivative Works. Licensee is prohibited from creating any change, translation, adaptation, arrangement, addition, modification, extension, upgrade, update, improvement, (including patentable improvements), new version, or other derivative work based on, incorporating, or using, the original Software. Notwithstanding, if any of the Software is provided to the Licensee in source code format (or any other format that can be modified), the Licensee may modify such portion of the Software for the sole purpose of using the Software in accordance with this EULA (“Licensee Software”). As between Licensee and OT, Licensee shall own all software prepared by Licensee using Licensee Software, except such portions of same which consist of Software which portions shall be excluded from the definition of “Licensee Software”, shall remain solely owned by OT and/or OT's licensors, and shall be used by Licensee in accordance with the terms of this EULA for the sole purpose of Licensee conducting Licensee's internal business operations and not for any other purpose (including redistribution).

. 5.4 Interfacing and Interactive Software. Licensee may not permit any software products not licensed by OT to interface or interact with the Software, unless accomplished through the use of application program interfaces provided by OT.

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6.0 Ordering Software Licenses

6.1 Direct Orders. Any supplies or services to be furnished under this EULA shall be ordered by issuance of delivery orders or task orders that shall be submitted directly to OT.

6.2 Orders through an OT Reseller. Software Licenses ordered through a Reseller are governed by the license grant set out in this EULA and the License Model description set out in the License Model Schedule. The License Model will be stated in an order document between Licensee and Reseller. If Reseller does not notify Licensee of the correct License Model, then the License Model for which OT has been paid License Fees will apply to the correct License Model.

6.3 Risk of Loss and Shipping Terms. The Software is deemed delivered on the earlier of (a) when it is made available by OT for electronic download, or (b) when OT delivers the Software on Physical Media. Title to the Physical Media and all risk of loss for the Physical Media will pass to Licensee when delivered by OT from OT’s shipping facility or made available to Licensee for electronic download.

6.4 Invoicing And Payment. OT may invoice Licensee for License Fees. All License Fees due to OT by Licensee are due and payable in accordance with the terms and conditions of contract GS-35F-0480J.

6.5 Over Usage. OT may invoice Licensee for fees and payable by Licensee due to use of Software or access to the Software in excess of the number or type of Software Licenses negotiated and granted by OT and purchased by Licensee under the government contract.

7.0 OT Support and Maintenance.

7.1 OT Support and Maintenance Program. All Support Software provided to Licensee under an OT maintenance or support program is governed by this EULA. The provision of maintenance and support services by OT will be governed by the then-current version of the applicable OT Software Maintenance Program Handbook (available upon request or at www.opentext.com/agreements).

8.0 Audits and Noncompliance.

8.1 Audit. During the term of this EULA, Licensee will maintain electronic and other records sufficient for OT to confirm that Licensee has complied with this EULA. Licensee will promptly and accurately complete and return (no less than 30 days) any self-audit questionnaires, along with a certification by an authorized representative of Licensee confirming that Licensee’s responses to the questionnaire accurately and fully reflect Licensee's usage of the Software. Furthermore, subject to government security requirements, OT may once per year audit Licensee’s records to ensure Licensee has complied with this EULA. Licensee shall cooperate with OT’s audit team accurately respond in a reasonable timeframe to, database queries, location information, system reports, and other reports requested by OT and provide a certification by an authorized representative of Licensee confirming that information provided by Licensee accurately reflects Licensee's usage of the Software.

8.2 Conduct. OT will coordinate with the Licensee’s authorized representative and/or Contracting Officer the date and time to conduct such audit. Audits will be conducted during regular business hours and will not interfere unreasonably with Licensee’s business.

OT will provide Licensee with 15 days prior notice of each audit. . OT will comply with all applicable data protection regulations.

8.3 Noncompliance. If Licensee is not in compliance with the Software Licenses, Licensee will be deemed to have acquired additional Software Licenses. Discrepancies found in an audit may result in a charge by OT or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order. This charge, if disputed by the ordering activity, will be resolved through the Disputes clause at 522.212-4(d); no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process. Any audit requested by OT will be performed at OT's expense, without reimbursement by the Government.

9.0 Limited Warranties

9.1 Limited Software Warranty. OT warrants to Licensee that Software: (a) will be free of all known viruses at the time of first delivery; and (b) will perform substantially in accordance with its accompanying Documentation for 60 days from the date of first delivery. OT’s entire liability, and Licensee's sole remedy, for each breach by OT of the warranty in: (i) clause (a) is limited to requiring OT to deliver a replacement copy of the Software to Licensee free of known viruses; and (ii) clause (b) is limited to requiring OT to correct, repair or work around the portion of the Software giving rise to such breach within a commercially reasonable time. In the event OT is unable to fulfill or comply with the requirements of this entire paragraph 9.1, OT will refund all License Fees attributable to the portion of the Software giving rise to the breach.

9.2 Warranty Exclusions. The warranties do not apply to any breach caused by: (a) any unauthorized change to the Software, except where the changes were made by OT through Support Software; (b) Licensee's failure to provide a suitable installation or operating environment for the Software; (c) use of the Software on or caused by software, firmware, computer systems, data, technology or a hardware platform not approved by OT in writing; (d) any telecommunications medium such as internet connections, used by Licensee;

(e) failure of Licensee or user to comply with the Documentation; or (f) failure of Licensee to report a warranty claim within the warranty period. OT does not warrant that the Software is error-free or will operate without interruption.

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9.3. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS SECTION, OT AND OT’S LICENSORS MAKE NO REPRESENTATIONS AND DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ADEQUACY OF THE SOFTWARE TO PRODUCE A PARTICULAR RESULT.

9.4 Inability to Exclude Warranties. If a jurisdiction applicable to this EULA restricts the exclusion of certain implied warranties, limitations on how long an implied warranty may last, or the exclusion or limitation of incidental, consequential, or special damages:

(a) each warranty which cannot be excluded is limited in time to 60 days from the date of first delivery of the Software; and (b) OT's total liability to Licensee for breach of all such warranties are limited to the amount stated in the Limitation of Liability section and as expressly available under federal law.

10.0 OT Infringement Indemnity

10.1 Infringement Claims.

Any clause of this EULA requiring the OT or licensor to defend or indemnify Licensee is hereby amended to provide that 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.

OT shall indemnify the Licensee and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this EULA, provided OT is reasonably notified of such claims and proceedings.

10.2 Licensee Obligations. Licensee shall notify OT in writing within 10 days of Licensee becoming aware of a Claim; (b) Licensee not making an admission against OT’s interests unless made pursuant to a judicial request or order; (c) Licensee not agreeing to any settlement of any Claim without the prior written consent of OT; and (d) Licensee, at the request of OT, providing all reasonable assistance to OT in connection with the defense, litigation, and settlement by OT of the Claim; and (e) OT having sole control over the selection and retainer of legal counsel, and over the litigation or the settlement of each Claim. OT will indemnify Licensee from any judgment finally awarded, for which all avenues of appeal have been exhausted, or any final settlement in connection with any Claims, provided all the conditions of this section are satisfied.

10.3 Licensee's Continued Use. If the Software becomes the subject of a Claim, OT will, in its absolute discretion, either (a) obtain a license for Licensee to continue using the Software, (b) replace or modify the Software without unreasonable degradation in functionality or (c) terminate the Software License to the infringing portion of the Software and refund the unamortized portion of the License Fees received by OT and attributable to the infringing portion of the Software, based on a 3 year straight line amortization.

If OT or licensor believes the ordering activity to be in breach of the EULA 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).

11.0 Limitation of Liability

11.1 EXCLUSION OF DAMAGES. NOTWITHSTANDING ANY BREACH BY OT (INCLUDING FUNDAMENTAL BREACH) OR TERMINATION OF THIS EULA, OT IS NOT LIABLE TO…