Federal Supply Schedule GS35F0559U

Federal Supply Service Authorized Federal Supply Schedule Pricelist

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 GSAAdvantage.gov.

General Purpose Commercial Information Technology Equipment, Software and Services

General Description of the Commodities and Services Offered Application SIN, FSC Classes and FPDS Codes

SIN DESCRIPTION FSC CLASS/FPDS

CODE

SIN 132-33/34 Perpetual Software Licenses & Maintenance of as a Service

SIN 132-50 Training Courses for Information Technology Equipment and Software

U012

SIN 132-51 Information Technology Professional Services D302, D306, D307, D308 D399

Contract Number: GS-35F-0559U For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov

Contract Period: August 25, 2008 through August 24, 2018

Troux Technologies, Inc.

12301 Research Blvd.

Research Park Plaza V, Suite 101 Austin, TX 78759

TEL: (800)-856-8600 FAX: (512)-346-9180

http://www.troux.com/

Pricelist current through Modification #28, dated May 23, 2016.

http://www.troux.com/

Table of Contents

CUSTOMER INFORMATION………………………………………………………………………………………………………..3

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SIN 132-33)

AND MAINTENANCE (SIN 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY SOFTWARE

1. Inspection/Acceptance …………………………………………………………………………………………………………7

2. End User License Agreements (EULA)/Terms of Service (TOS) Agreement Requirements..……...7

3. Guaranty/Warranty.…………..…………………………………………………………………………………………………7

4. Technical Services…………….…………………………………………………………………………………………………..7

5. Software Maintenance. ……..………………………………….……………………………………………………………….7

6. Utilization Limitations (132-33 and 132-34) ………………………………………..………………………………..8

7. Software conversions (132-33) …………………………………………………………………………………………

8. Descriptions and Equipment Compatibility……………………………………………………………………………9

9. Right-to-Copy Pricing…………………………………………………………………………………………………………

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL

PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SIN

132-50)

1. Scope…………………………………………………………………………………………………………………………………..10

2. Order…………………………………………………………………………………………………………………………………..10

3. Time of Delivery...………………………………………………………………………………………………………………..10

4. Cancellation and Rescheduling……………………………………………………………………………………………..10

5. Follow-Up Support ………………………………………………………………………………………………………………10

6. Price for Training…...……………………………………………………………………………………………………………10

7. Invoices and Payment………………………………………………………………………………………………………….11

8. Format and Content of Training…………………………………………………………………………………………...11

9. “No Charge” Training……………………………………………………………………………………………..…………….13

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL

SERVICES (SIN 132-51)

1. Scope………………………………………………………………………………………………………………………………….14

2. Performance Incentives………………………………………………………………………………………………………14

3. Order………………………………………………………………………………………………………………………………….14

4. Performance of Services……………………………………………………………………………………………………...14

5. Stop-Work Order………………………………………………………………………………………………………………...15

6. Inspection of Services………………………………………………………………………………………………………….15

7. Responsibilities of Troux Technologies Inc…………………………………………………………………………..15

8. Responsibilities of the Government……………………………………………………………………………………..15

9. Independent Contractor…..…………………………………………………………………………………………………..16

10. Organizational Conflicts of Interest………………………………………………………………………………………16

11. Invoices………………………………………………………………………………………………………………………………16

12. Payments……………………………………………………………………………………………………………………………16

13. Resumes……………………………………………………………………………………………………………………………...17

14. Incidental Support Costs………………………………………………………………………………………………………17

15. Approval of Subcontracts……………………………………………………………………………………………………..17 16A.Description of IT Services……………………………………………………………………………………………………17 16B.Professional Services Pricing………………………………………………………………………………………………17

Appendix I Troux Technologies, Inc License & Services Agreement……………………………………………..19 Exhibit A Professional Services……………………………………………………………………………………….……27 Exhibit B Maintenance & Support Services...……………………………………………………………………..…..28

Master “Software As A Service” Managed Services Agreement…………………………………………………….29 Exhibit A-1 Servicer Provider’s Hosting Statement of Managed Services…………………………..……40 Exhibit A-2 Service Levels……………………………………………………………………………………………… Exhibit B Troux Technical Support Policies………………………………………………………………………..…47

CUSTOMER INFORMATION:

1a. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded price(s).

SIN 132/33 Perpetual Software Licenses & Maintenance as a Service

SIN 132-50 Training Courses SIN 132-51 IT Professional Services

1b.

SIN Lowest Priced Model Number Price

132-33/34 G-TU-EX-IU-SM-001 $62.10

132-50 G-T-TNG-125b $684.34/student

132-51 Technical Consultant $191.43/hr

1c. Description of IT Services

1. Deployment Architect – Minimum / General Experience: Minimum of five (5) years experience in the technologies used for Troux deployments as well as customer interaction and consulting Functional Responsibility: Deployment Architects (DA's) are responsible for the technical success of every Troux deployment. DA's work directly with the customer to ensure that the Troux software fits into the customer's technology infrastructure. DA's are also responsible for development of technical specifications for integration, reports, data collection, or other architectural considerations. DA's work directly with customers to perform product installation and configuration to meet customer requirements. DA's work with internal Troux resources such as DE's to ensure that custom software required for the deployment are specified, developed, tested, and installed. Minimum Education: BS Degree or equivalent experience for the service being provided.

2. Project Manager – Minimum / General Experience: Five (5) years or more years experience as a Project Manager with specific skills in the areas of requirements management and customer interaction. Functional Responsibility: Project Managers (PM's) are responsible for the overall success of every project. PM's work with the customer to make sure that all requirements are understood and documents. PM's work with customer resources and Troux resources to ensure that necessary coordination and communications are occurring to ensure timely and on-budget delivery of every project. PM's provide weekly status reports to customers and typically have regular status calls with the customer's project team. Minimum Education: BA, BS, or equivalent experience.

3. Senior Technical Consultant - Minimum/ General Experience: Ten (10) years or more experience as a Enterprise Architect or Consultant with specific skills in the areas of Enterprise Architecture, Metamodeling, or Modeling. Functional Responsibility: Provides senior level leadership in areas of responsibility, including metamodeling, modeling, and Enterprise Architecture best practices.

Works with customer and Troux project team to ensure that best practices are applied and developed solutions meet the customer's needs in areas of responsibility. Minimum Education:

BA, BS, MS Degree or equivalent experience or subject matter expertise.

4. Technical Consultant - Minimum/ General Experience: Three (3) to ten (10) years or more experience as a Enterprise Architect or Consultant with specific skills in the areas of Enterprise Architecture, Metamodeling, or Modeling. Functional Responsibility: Provides project leadership in areas of responsibility, including metamodeling, modeling, and process or data modeling. Works with customer and Troux project team to ensure that developed solutions meet the customer's needs in areas of responsibility. Minimum Education: BA, BS Degree or equivalent experience or subject matter expertise.

2. Maximum order for SIN 132-33/34: $500,000; SIN 132-50: $ 25,000; for SIN 132-33/34:

$500,000

3. Minimum order: $100.00

4. Geographic coverage: Domestic Delivery Only

5. Point(s) of production: Austin, Travis County, Texas

6. Discount from list prices or statement of net price: Prices shown are net, discounts have been applied.

7. Quantity Discounts. None

8. Prompt payment terms. None

9a &9b Government credit cards: Troux Industries accepts Government credit card payments below and above the micro purchase threshold.

10. Foreign items (list items by country of origin). N/A

11a. Time of delivery. Troux Industries shall deliver to destination within the number of calendar days specified on the order and as negotiated between the ordering activity and Troux Industries.

11b. Expedited Delivery. If Troux resources are available, Troux Industries shall deliver services as soon as possible.

11c. Overnight and 2-day delivery. If Troux resources are available, the customer may contact

Troux for rates for overnight and 2-day delivery.

11d. Urgent Requirements. Agencies may contact Troux for any urgent requirement.

12. F.O.B. point(s). Destination

13a. Ordering address(es): Troux Technologies, Inc., 12301 Research Blvd., Research Park

Plaza V, Suite 101, Austin, TX 78759 13b. Ordering procedures 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(es): Troux Technologies, Inc., 12301 Research Blvd., Research Park

Plaza V, Suite 101, Austin, TX 78759

15. Warranty provision. See Appendix I

16. Export packing charges, if applicable. N/A

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level). N/A

18. Terms and conditions of rental, maintenance, and repair (if applicable). N/A

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 applicable). N/A

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. 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/.

25. Data Universal Number System (DUNS) number: 039405365

26. Notification regarding registration in Central Contractor Registration (CCR) database. Troux is registered in the System for Award Management (SAM).

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM

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

COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

2. END USER LICENSE AGREEMETS (EULA) / TERMS OF SERVICE (TOS) AGREEMENT

REQUIREMENTS

The Troux Enterprise License Agreements are contained in Appendix I and Appendix II of this document.

3. GUARANTEE/WARRANTY

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.

b. Limited Software Warranty. The following shall be Customer's sole and exclusive remedy and Troux Technologies' entire liability for any breach of the foregoing. Troux Technologies warrants that for a period of thirty (30) days after Effective Date that the Software: (a) will be free from defects in materials and workmanship under normal use; and (b) the Software will function substantially in accordance with the Documentation. This warranty covers only problems reported to Troux Technologies during the warranty period. Customer may perform acceptance testing of the Software, so long as the acceptance period is within the warranty period, and that the intent of the acceptance testing is to determine that the Software will function substantially in accordance with the Documentation. Troux Technologies will, at its sole option and expense, promptly repair or replace any Software which fails to meet this limited warranty or, if Troux Technologies is unable to repair or replace the Software, refund to Customer the applicable License Fees, if any, already paid by Customer upon return of the nonconforming Software to Troux Technologies.

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

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 1-866-273-9371 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from Monday to Friday from 8:00 AM to 11:00 PM (Central U.S. Time).

5. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined: (select software maintenance type) :

X___1. Software Maintenance as a Product (SIN 132-32 or SIN 132-33)

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

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

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

________2. Software Maintenance as a Service (SIN 132-34)

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

Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 33245.

6. UTILIZATION LIMITATIONS - (132-33 and 132-34)

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

b. When acquired by the Government, 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 agency. An agency is defined as a cabinet level or independent agency. The software may be used by any subdivision of the agency (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 agency's site. This would allow other agencies access to one agency's database. For Government public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user agency 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 agency'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 agency.

(3) Except as is provided in paragraph 8.b(2) above, the Government 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 government who have the Government'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 Government to use software, documentation, or information therein, which the Government may already have or obtains without restrictions.

(4) The Government 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 Government has the right to transfer the software to another site if the Government site for which it is acquired is deemed to be unsafe for Government 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.

7. SOFTWARE CONVERSIONS - (132-33)

Full monetary credit will be allowed to the Government 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.

8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The Troux 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.

9. RIGHT-TO-COPY PRICING

No right-to-copy licenses are available.

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 Government 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 Government's location as agreed to by the Contractor and the Government.

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 Government.

4. CANCELLATION AND RESCHEDULING

a. A student should notify Troux at least ten (10) business days before the scheduled training date if he or she will not be able to attend. Students may reschedule classes, at no additional charge, up to ten (10) days prior to the commencement of open-enrollment courses as long as seats are available.

b. Confirmed students, who cancel or reschedule within the 10 business days prior to a class will be charged a fee equal to 50% of tuition. This fee will not apply if a substitute takes the student’s place. Confirmed students who fail to attend class (no-show) and do not cancel will be charged full tuition. Student substitutions may be made at any time without penalty.

c. Troux reserves the right to cancel any class within a minimum of 10 business days’ notice to confirmed students.

5. FOLLOW-UP SUPPORT

Troux agrees to provide telephone support to students wishing to speak with their instructor or the curriculum manager for any course related question for a period 3 months after taking the course.

6. PRICE FOR TRAINING

a. The price that the Government will be charged will be the Government training price in effect at the time of order placement, or the Government price in effect at the time the training course is conducted, whichever is less.

b. Any travel required by Troux personnel will be reimbursed by the ordering agency. Troux travel will be in accordance with the Federal Travel Regulations or Joint Travel Regulations, as applicable. Established Federal Government per diem rates will apply to Troux travel.

c. Trainer Hourly Rates:

On-site at Customer Site: $622.13 Remote Trainer – facilitation over the web at a time scheduled by Troux & customer: $418.74 Public Trainer at a Troux provided facility at a time scheduled by Troux: $119.64

7. INVOICES AND PAYMENT

Invoices for training shall be submitted by the Contractor after Government 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. Course descriptions, format, prerequisites for each class are shown below.

Title: Troux Fundamentals G-T-TNG-125b Description This course provides an introduction to Troux Transformation Platform's capabilities, functions, and interfaces. This course is appropriate for teams new to Troux, providing a common vocabulary for deployment in their organization. The course also provides conceptual understanding and key skills for enterprise data managers that will use Troux Metaverse and Troux applications. The course includes presentations, demonstrations, and hands-on exercises that are appropriate for business users, enterprise architects, administrators, and developers.

Length One half day Prerequisites Basic computer skills required. Knowledge of modeling concepts recommended.

Min/Max Students per class Minimum 6 students Location Open Enrollment1 Troux Facility Price $684.34 per student

Title: Troux Fundamentals (Web Based Delivery) G-T-TNG-125c Description This course provides an introduction to Troux Transformation Platform's capabilities, functions, and interfaces. This course is appropriate for teams new to Troux, providing a common vocabulary for deployment in their organization. The course also provides conceptual understanding and key skills for enterprise data managers that will use Troux Metaverse and Troux applications. The course includes presentations, demonstrations, and hands-on exercises that are appropriate for business users, enterprise architects, administrators, and developers.

Length 2 three hour sessions Prerequisites Basic computer skills required. Knowledge of modeling concepts recommended.

Min/Max Students per class Minimum 6 students - Maximum 12 students Location N/A Price $ 684.34 per student

1 Classes offered in Washington, DC; Austin, Texas; and over the web provide training in an environment designed to enhance learning through hands-on experience. All open enrollment classes begin promptly at 9:00 a.m. and end at 4:30 p.m. with the exception of the last class day which concludes at 4:00 p.m. to allow for travel.

Title: Metaverse Reporting Bundle G-T-TNG-903b Description Includes course content from two Troux courses. This hands-on lab course focuses on best practices for datamart design and development for Troux deployments. Students will learn how to augment the standard Troux datamart as well as to create entirely new, custom datamarts to fulfill their reporting requirements. Course also focuses on developing high-quality visual reports using Troux Intelligence within the Troux Transformation platform, an integration of Business Objects Web Intelligence and Crystal Reports technology. The course focuses on delivering information in textual, tabular, columnar and graphical formats and delivery as HTML, pdf's, or exported to standard reporting formats, including MS Excel and comma-separated values.

Length 2 days Prerequisites Completion of Troux Fundamentals or equivalent experience, required. A deep understanding of reporting systems and SQL Min/Max Students per class Minimum 6 students Location Open enrollment at Troux facility Price $1,914.25 per student

Title: Troux Architect Bundle G-T-TNG-904b Description Includes course content from two Troux courses: Troux Architect

Essentials & Troux Architect Advanced Applications. This course prepares the student to use and create models in Troux Architect and is a prerequisite to more advanced Troux Architect courses. This course teaches advanced topics and builds on the Troux Architect Essentials course to give the student additional practical hands-on modeling experience.

Length 4 days Prerequisites Basic computer skills required. Knowledge of modeling concepts recommended.

Min/Max Students per class Minimum 6 students Location Open enrollment at Troux facility Price $3,828.50 per student

Title: Metaverse Combined Reporting Bundle G-T-TNG-905b Description Includes course content from three Troux courses: Troux Metaverse

Administration; Developing Troux Portals; Developing Troux Collection.

This course prepares developers to create Troux Composer-based portals and to manage role-based deployments of the Troux Portal. Through hands-on lab experience, administrators learn how to configure, manage, and maintain customized portals for role-based information delivery; In this hands-on lab course, students learn to develop programmatic methods of data collection, classification, data cleansing, data qualification, and automatic relationship assignment using Troux Collection, Troux's automated and agentless Extract/Transform/Load (ETL) solution. The technology is source agnostic, working within any existing environment.

This course focuses on collecting from typical data sources based on SQL-, XML-, and POI-based data sources. The course also teaches administrators the best-practice methods, skills, and techniques for efficient management of the Troux Metaverse. This course is recommended also to prepare individuals for a role as a Troux Developer.

Length 4 days Prerequisites Completion of Troux Fundamentals is required or equivalent experience is recommended.

Min/Max Students per class Minimum 6 students Location Open enrollment at Troux facility Price $3,828.72 per student

. Courses held at the Troux location are held either at:

Troux Technologies Corporate Headquarters 12301 Research Blvd.

Research Park Plaza V, Ste.101 Austin, TX 78759 Tel: 800-856-8600

Microtek 1101 Vermont Avenue NW (at "L" St.)

Suite 300 Washington, DC 20005

(202) 289-3811

f. A minimum of six (6) students is required to form a class. Fewer than six paid students registered 10 business days before the class start will result in a class being cancelled. Troux reserves the right to cancel or change any class within a minimum of 10 business days’ notice to confirmed students.

g. Prices for each training course are shown in the Pricelist

h. For those courses conducted at the Government’s location, instructor travel charges (if applicable), including mileage and daily living expenses, must be indicated below. Rates paid as a result of travel must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Contractors cannot use GSA city pair contracts.

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.

TERMS AND CONDITIONS APPLICABLE TO INFORM

1. Scope

a. The prices, terms and conditions stated under Special Item Number 132-51 Information Technology Professional Services apply exclusively to IT Services within the scope of this Information Technology Schedule.

b. The Contractor shall provide services at the Contractor’s facility and/or at the Government location, as agreed to by the Contractor and the ordering office.

2. Performance Incentives

a. Performance incentives may be agreed upon between the Contractor and the ordering office on individual fixed price orders or Blanket Purchase Agreements, for fixed price tasks, under this contract in accordance with this clause.

b. The ordering office must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements.

c. Incentives should be designed to relate results achieved by the contractor to specified targets.

To the maximum extent practicable, ordering offices shall consider establishing incentives where performance is critical to the agency’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks.

3. Order

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks, which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

4. Performance of Services

a. Troux shall commence performance of services on the date agreed to by the Contractor and the ordering office.

b. Troux agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering office.

c. The Agency should include the criteria for satisfactory completion for each task in the

Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

d. Any Troux travel required in the performance of IT Services must comply with the Federal

Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel.

Contractors cannot use GSA city pair contracts.

5. Stop-Work Order (FAR 52.242-15) (AUG 1989)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for

Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

6. Inspection of Services

In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212-4 CONTRACT

TERMS AND CONDITIONS COMMERCIAL ITEMS (MAR 2009) (ALTERNATE I OCT 2008)

(DEVIATION I – FEB 2007) applies to Time-and-Materials and Labor-Hour Contracts orders placed under this contract.

7. Responsibilities of Troux Troux shall comply shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Dec 2007) Rights in Data – General, may apply.

8. Responsibilities of the Government

Subject to security regulations, the ordering office shall permit Troux access to all facilities necessary to perform the requisite IT Services.

9. Independent Contractor

All IT Services performed by Troux under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the Government.

10. Organizational Conflicts Of Interest

a. Definitions.

“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed Government contract, without some restriction on activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the Government, ordering offices may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. Invoices

Troux, upon completion of the work ordered, shall submit invoices for IT services. Progress payments may be authorized by the ordering office on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. Payments

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor-hour orders placed under this contract. 52.216- 31 (Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision:

(a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.

(b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—

(1) The offeror;

(2) Subcontractors; and/or

(3) Divisions, subsidiaries, or affiliates of the offeror under a common control.

13. Resumes

Resumes shall be provided to the GSA Contracting Officer or the user agency upon request.

14. Incidental Support Costs

Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering agency in accordance with the guidelines set forth in the

FAR.

15. Approval of Subcontracts

The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

16. A. Description of IT Services and Pricing Troux offers an enterprise-scalable, out-of-the-box product suite and platform designed to unlock the full power of Enterprise Architecture and provide one-click intelligence for a variety of decision makers who need IT systems to help them execute IT transformation initiatives.

Unlike point solutions that fail to offer enterprise-wide visibility into technologies, people and processes, Troux offers a truly integrated and rapid time-to-value solution that accelerates the scale and pace of IT transformation:

B. Professional Services Pricing The hourly rates specified below shall apply regardless of whether the services are performed by Troux or its subcontractors, as long as the individuals performing the services meet the education, experience and expertise requirements for the applicable category. The following charges apply to purchases of contracted professional services during normal business hours (Monday – Friday, 8:00 am – 5:00 pm, exclusive of holidays observed by the Government or Troux) and to the local service area (50 miles radius). In those instances where an ordered service cannot be supported from within a 50-mile radius, Troux will, upon receipt of an order for services, provide the procurement office with a not-to-exceed estimate of travel and per diem costs.

Labor Category Hourly Rate Deployment Architect $236.56 Project Manager $239.28 Sr. Technical Consultant $239.28 Technical Consultant $191.43

Additional Fixed Price Service Offerings:

Product ID # Service Offering Price G-T-SVC-INSTALL Deployment Services - Initial Software Install $ 33,499.38 G-T-SVC-INSTALL03 Deployment Services - Follow-on Install of

Additional Environment (Development, Test, Backup)

$ 5,742.75

T-SVC-CONS-TCE Technical Configuration Evaluation with Deployment Architect

$ 7,178.44

G-T-SVC-CONS-120 CP120 (120 Hours Technical Consulting) $ 27,278.06 G-T-SVC-CONS-240 CP240 (240 Hours Technical Consulting) $ 51,684.75

Product ID # Service Offering Price G-T-SVC-CONS-POP Program Operationalization Package $ 47,856.25 G-T-SVC-CONS-HC Health Check with Practice Director $ 9,571.25 G-T-SVC-CONS-WS Planning Workshop $ 9,571.25 G-T-SVC-HPSTFS Hosting Fast Start $ 4,785.63 G-TU-SVC-01 One Time Installation Services for Basic SaaS

Package $ 9,571.25

APPENDIX I

TROUX TECHNOLOGIES, INC

LICENSE AND SERVICES AGREEMENT

This License and Services Agreement (this "Agreement") is entered into and made effective as of ________________, 201_ (the "Effective Date"), by and between Troux Technologies, Inc., with corporate offices at 12301 Research Blvd., Research Park Plaza V, Suite 101, Austin, TX 78759 (“Troux”) and _________________, with offices at ______________________________________ ("Customer").1

1 DEFINITIONS.

“Affiliate” means a partnership, joint venture, corporation or other form of enterprise, that Customer directly or indirectly controls. As used in this definition, “controls” means ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of such party, or like ownership interest.

“Documentation” means the user, system and installation documentation for the Software, as updated by Troux from time to time.

“End-User” means a person with authorized access to the Troux System, including those provided online access to extracted information or access through an Interfacing Program(s).

“Enterprise Network” means the hardware and software components, including client machines, servers, and internetworking devices that Customer uses to operate their intranet and extranet applications.

“Interfacing Program” means executable software that reads information from and/or writes information to the Troux System.

“Open Source Materials” shall mean software or other material that is distributed as “free software”, “open source software” or under a similar licensing or distribution model including the GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL), and the Apache License.

"Site License" means the specific or defined set of hardware and software components, including client machines, servers, internetworking devices, along with the number of End-Users that will be provided access and licensed use of the Software necessary to support one production installation for the Customer, including any required development, test and backup systems.

“Software" means Troux’s proprietary computer programs obtained under this Agreement (as defined in a Transaction Document), in machine-readable, object code form only, and any Updates or Upgrades (as defined in Exhibit B hereto) thereto delivered to Customer by Troux in machine-readable, object code form.

“Transaction Document” means a written request documenting the licensing of the Software or purchasing of Troux services. A Transaction Document may come in the form of an executed Schedule, a formal Customer purchase order, or other similar documentation intended to achieve the same purpose provided that it has been accepted by Troux, either formally in writing or by delivery to Customer of the Software or services.

2 LICENSE.

2.1 Grant of License. Subject to the terms and conditions of this Agreement, Troux grants to Customer a perpetual, non-sublicensable, non-exclusive, non-transferable (except as expressly provided below) license as specified in a Transaction Document to: (a) install or have installed, the Software on Customer’s Enterprise

Network, (b) use the Software, in accordance with the Documentation solely for the uses outlined in the Transaction Document, (c) reproduce, create, and store the Software and Documentation for back-up, disaster recovery or archival purposes; and (d) make copies of the Documentation as necessary or convenient for the internal use by Customer. In addition to the payment of license fees for the production environment use of the Software, Customer may be subject to additional license fees for any training, testing, development, and any other internal business use environments where the Software may be deployed and used. Customer shall reproduce all titles, trademarks, and copyright, proprietary and restricted rights notices in all copies of the Software and Documentation, and all such copies shall be subject to the terms of this Agreement.

2.2 License Restrictions. Neither Customer nor any End-User may: (a) modify, disassemble, decompile or reverse engineer the object code of the Software nor permit or encourage any third party to do so, (b) use the Software in any manner to provide service bureau, time-sharing or other computer services to third parties, except as expressly provided herein, (c) use the Software in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Software, (d) reveal to any third party any benchmark results comparing any part of the Software with any potentially competing product, (e) use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency, or (f) read, write, view or extract information without the End-User having the appropriate End-User License. Unless provided for in the Transaction Document, no user licenses provided by Troux will be considered to be shared or concurrent licenses.

2.3 Use of Software by Third Parties. Customer may allow its contractors and agents to use the Software, solely on Customer’s behalf, in the same manner as Customer under this Agreement and subject to all the terms and conditions of this Agreement. Any such contractor or agent shall be deemed to have agreed to comply with this Agreement. Customer will be fully responsible and liable for any non-compliance of such contractor or agent.

2.4 Use of Software by Affiliates. Customer may allow its Affiliates to use the Software, solely on Customer’s behalf, in the same manner as Customer under this Agreement and subject to all the terms and conditions of this Agreement. Any such Affiliates shall be deemed to have agreed to comply with this Agreement. Customer will be fully responsible and liable for any non-compliance of such Affiliate.

2.5 Limited Rights. Customer's rights in the Software shall be limited to those expressly granted in this Section 2 and in a Transaction Document. Troux reserves all rights and licenses in and to the Software and Documentation not expressly granted to Customer under this Agreement.

2.6 Open Source Software. The Software may contain Open Source Materials. Such portions of the Software are licensed under the respective license agreement identified in the distribution package. The parties acknowledge that the terms of this Agreement do not apply to such third party technology. The applicability of any third party technology license agreement specified in the program documentation or readme files or notice files that may be delivered to the Customer with any Troux component shall be determined solely between Customer and the third party licensor. NOTWITHSTANDING THE REST OF THIS AGREEMENT, OPEN SOURCE MATERIALS ARE NOT SUBJECT TO ANY WARRANTIES PROVIDED HEREUNDER AND TROUX DISCLAIMS ALL WARRANTIES AND LIABILITIES WITH RESPECT

TO OPEN SOURCE MATERIALS.

2.7 Delivery. The Software will be delivered to Customer either…