MAS - Ansys Government Initiatives, LLC - GS35F056DA

AGI LLC GS-35F-056DA Page 1

(610) 981-8000

GENERAL SERVICES ADMINISTRATION

FEDERAL ACQUISITION SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE FSS PRICE LIST

MULTIPLE AWARD SCHEDULE (MAS)

SIN 511210 – SOFTWARE LICENSES

SIN 54151S - INFORMATION TECHNOLOGY PROFESSIONAL SERVICES

SIN OLM – ORDER-LEVEL MATERIALS (OLM)

Note: Contractor has been awarded under the Cooperative Purchasing and Disaster Recovery Programs.

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 Multiple Award Schedule (MAS) 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.

For more information on ordering go to the following website: https://www.gsa.gov/schedules.

ANSYS GOVERNMENT INITIATIVES, LLC

220 Valley Creek Blvd

Exton, PA 19341 www.agi.com

(610) 981-8000 (P)

(610) 981-8001 (F)

Contract Number: GS-35F-056DA

Period Covered by Contract: November 20, 2015 through November 19, 2030 Pricelist current through # PS-0090 (effective October 28, 2025)

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General Services Administration Federal Acquisition Service

Online access to contract ordering information, terms and conditions, pricing, and the option to create an electronic delivery order are available through GSA Advantage!®. The website for GSA Advantage!® is: https://www.GSAAdvantage.gov.

1a. Table of awarded special item numbers with appropriate cross-reference to item descriptions and awarded price.

Special Item No.511210 Software Licenses

Special Item No.54151S Information Technology Professional Services Special Item No. OLM Order-Level Materials (OLM)

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply.

See GSA Advantage

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.

See skill category descriptions below

2. Maximum order. $250,000 SIN OLM; $500,000 remaining SINs

3. Minimum order. $100

4. Geographic coverage.

The Geographic Scope of Contract will be domestic delivery only.

5. Point of production.

220 Valley Creek Blvd.

Exton, PA 19341

6. Discount from list prices or statement of net price.

Prices shown are NET Prices; Basic Discounts have been deducted.

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7. Quantity discounts. Contact Contractor

8. Prompt payment terms. None. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign items. None

10a. Time of delivery:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO) 511210 30 Days 54151S As Negotiated Between Contractor and Ordering Agency OLM As Negotiated Between Contractor and Ordering Agency

10b. Expedited Delivery. The Contractor will insert the sentence “Items available for expedited delivery are noted in this price list.” under this heading. The Contractor may use a symbol of its choosing to highlight items in its price lists that have expedited delivery.

Contact Contractor for availability.

10c. Overnight and 2-day delivery. The Contractor will indicate whether overnight and 2-day delivery are available. Also, the Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2-day delivery.

Contact Contractor for availability.

10d. Urgent Requirements. The Contractor will note in its price list the “Urgent Requirements” clause of its contract and advise agencies that they can also contact the Contractor’s representative to effect a faster delivery.

Contact Contractor for availability.

11. F.O.B. point. Destination

12a. Ordering address.

220 Valley Creek Blvd

Exton, PA 19341

12b. Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address.

220 Valley Creek Blvd.

Exton, PA 19341

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14. Warranty provision.

Standard Commercial Warranty.

15. Export packing charges are not applicable.

16. Terms and conditions of rental, maintenance, and repair.

See SIN specific information in the critical information section.

17. Terms and conditions of installation.

Products are normally self-installable, if assistance is necessary with installation;

professional services are available through this GSA Schedule under SIN 54151S.

18a. Terms and conditions of repair parts are not applicable.

18b. Terms and conditions for any other services is not applicable.

19. List of service and distribution points.

220 Valley Creek Blvd

Exton, PA 19341

20. List of participating dealers.

ANSYS, INC. - 2600 ANSYS Drive Canonsburg, PA 15317-0404

21. Preventive maintenance is not applicable.

22a. Special attributes such as environmental attributes are not applicable.

22b. If applicable, indicate that Section 508 compliance information is available for the information and communications technology (ICT) products and services offered and show where full details can be found (e.g., Contractor’s website or other location). ICT accessibility standards can be found at https://www.section508.gov/. not applicable

23. Unique Entity Identifier (UEI) number. XQLLG2X727C4

24. Notification regarding registration in SAM.gov database. Registered - CAGE OLCT6

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TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES

(SPECIAL ITEM NUMBER 511210)

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. SOFTWARE LICENSE AGREEMENTS (SLA) REQUIREMENTS

AGI has three (3) applicable Software License Agreements (SLAs), as follows:

a. AGI’s Software License Agreement for Standard Desktop Software Products – Exhibit A

b. AGI’s Software Deployment License Agreement for STK Terrain Server – Exhibit B

c. AGI’s Space Situational Awareness Software License Agreement for SSA Products – Exhibit C

3. GUARANTEE/WARRANTY

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

b. Contractor offers a thirty (30) day right of return in all software products. This right must be exercised within thirty (30) days from the date of purchase.

4. SOFTWARE MAINTENANCE

Under SIN 511210, AGI provides Software Maintenance (under an Annual Support and Upgrades Agreement), which is separately priced as a product.

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Software maintenance as it is defined:

X 1. Software Maintenance as a Product (SIN 511210)

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.

Also, under SIN 511210, AGI’s annual subscription products offering (“Workgroup Products”) includes software maintenance for the license term (one (1) year term).

AGI’s hot line technical support number is (800) 924-7244, for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 7:00 am to 7:00 pm, Monday through Friday. Common product support resources are available via Email at agi-support@ansys.com or via the web at ww.agi.com/support.

5. PERIODS OF TERM LICENSES (SIN 511210)

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

b. Term licenses (AGI’s Workgroup Products) may be discontinued by the ordering activity on thirty

(30) calendar days written notice to the Contractor. Any unused term license balance will be available solely in the form of a credit for future purchases of subscriptions or perpetual licenses.

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

d. Orders for the continuation of term licenses will be required if the term license is to be continued during the subsequent period.

6. LICENSE CONVERSION

a. Term license to perpetual license:

1. For license conversion from a term license to a perpetual license, the ordering activity may apply the unused balance of any term license in the form of a credit; to acquire a perpetual license for any or all software at any time following acceptance of software. At the request of

AGI LLC GS-35F-056DA Page 7 the ordering activity, the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of credit available.

The price the ordering activity shall pay will be the current perpetual license price less any credit from any unused term license balance.

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

3. The Contractor agrees to provide annual support and maintenance for the software after a perpetual license has been established, at the prices and terms of Special Item Number 511210, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

b. Perpetual license to term license:

1. Conversion from perpetual licenses to term licenses may be available. At the request of the ordering activity, the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of credit available.

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

7. UTILIZATION LIMITATIONS - (SIN 511210 AND SIN 54151)

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 license utilization shall be in accordance with the license type purchased and the applicable AGI SLA terms that apply to that license type. Notwithstanding AGI’s SLA, for software licenses that are by server location, the software may be used by any subdivision (service, bureau, division, command, etc.) of the ordering activity (an ordering activity is defined as a cabinet level or independent ordering activity) that has access to the server 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.

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(3) Unless otherwise provided 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; and to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software.

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TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 54151S Information Technology Professional Services apply exclusively to IT Services within the scope of this Multiple Award Schedule.

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

2. PERFORMANCE INCENTIVES

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

b. The ordering activity 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 activities shall consider establishing incentives where performance is critical to the ordering activity’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 (Deviation – May 2003) 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. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.

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

c. The ordering activity 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.

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d. Any Contractor 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

The Inspection of Services–Fixed Price (AUG 1996) (Deviation – May 2003) clause at FAR 52.246-4 applies to firm-fixed price orders placed under this contract. The Inspection–Time-and-Materials and Labor- Hour (JAN 1986) (Deviation – May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor--hour orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor 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 (Deviation – May 2003) Rights in Data – General, may apply.

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8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

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

9. INDEPENDENT CONTRACTOR

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

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 ordering activity contract, without some restriction on ordering 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 ordering activity, ordering activities 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

The Contractor, upon completion of the work ordered, shall submit invoices for IT services. Progress payments may be authorized by the ordering activity 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 52.232-7 (DEC 2002), (Alternate II – Feb 2002) (Deviation – May 2003) 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 52.232-7 (DEC 2002), (Alternate II – Feb 2002) (Deviation – May 2003)) 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:

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(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 ordering activity 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 activity 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. SUBSTITUTIONS

Experience Equivalence to Degree Degree Level Years of Direct Related Experience that Equates to Degree

Bachelors 6

Masters

-or- 2 + bachelor’s degree

Ph.D.

10 + 2 in highly specialized area + bachelor’s degree -or-

6 + 2 years in highly specialized area + masters level degree.

-or-

Non-degreed experience generally not accepted

Degree Equivalence to Experience Degree Level Years of Experience to which Degree Equates

Bachelors 2 Masters 4 Ph.D. 6

17. DESCRIPTION OF IT SERVICES AND PRICING

Please refer to the labor category descriptions and pricing incorporated into this GSA Pricelist.

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LABOR CATEGORY DESCRIPTIONS

Labor Category Description Experience Education level

Services - Advisory/ Management

Provides project management and oversight for multiple medium- to large-sized support projects.

Manages teams of systems engineers, product application support staff, and product integration development staff. Possesses knowledge of AGI product usage and/or software customization/integration. Often provides subject matter expertise in one or more technical areas, expert knowledge in the use, application, and/or integration of AGI products.

Minimum of ten years of relevant/applicable project management and/or aerospace engineering, computer engineering, or software development experience.

MBA, MS Aerospace Engineering, Computer Engineering, Computer Science, or related field or equivalent combination of training and professional work experience.

Application Engineer - Senior

Possesses advanced-level knowledge in the use, application, and/or integration of AGI products.

Provides onsite and reach-back technical support and consulting. Often provides advanced training on AGI products and technologies. Provides subject matter expertise, AGI product application, and/or AGI software integration support and consulting on small- to large-sized projects. Provides guidance and recommendations to clients on AGI software features and operations and/or integration of AGI products. Provides subject matter expertise in one or more technical areas. Often provides project management and oversight on small- to large-sized projects.

Minimum of seven years of relevant/applicable aerospace engineering, computer engineering, or software development experience.

BS Aerospace Engineering, Computer Engineering, Computer Science, or related field or equivalent combination of training and professional work experience.

Application Engineer - III

Possesses advanced-level knowledge in the use, application, and/or integration of AGI products.

Provides onsite and reach-back technical support and consulting. Provides engineering and/or AGI software integration development on small- to large-sized projects. Often provides advanced training on AGI products and technologies.

Provides guidance and recommendations to clients on AGI software features and operations and/or integration of AGI products. Often provides subject matter expertise in at least one technical area. Often provides project management and oversight on small- to medium-sized projects.

Minimum of five years of relevant/applicable aerospace engineering, computer engineering, or software development experience.

BS Aerospace Engineering, Computer Engineering, Computer Science, or related field or equivalent combination of training and professional work experience.

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Labor Category Description Experience Education level

Application Engineer - II

Possesses intermediate-level knowledge in the use, application, and/or integration of AGI products.

Provides onsite and/or reach-back technical support and consulting. Provides engineering and/or AGI software integration development on small- to medium-sized projects. Often provides training on AGI products and technologies. Provides guidance to clients on AGI software features and operations and/or integration of AGI products.

Minimum of three years of relevant/applicable aerospace engineering, computer engineering, or software development experience.

BS Aerospace Engineering, Computer Engineering, Computer Science, or related field or equivalent combination of training and professional work experience.

Application Engineer - I

Possesses knowledge in the use, application, and/or integration of AGI products. Provides engineering and/or AGI software integration development on small- to medium-sized projects. Provides onsite and/or reach-back technical support and consulting.

Often provides training on AGI products and technologies. Provides guidance to clients on AGI software features and operations and/or integration of AGI products.

No minimum experience required.

BS Aerospace Engineering, Computer Engineering, Computer Science, or related field or equivalent combination of training and professional work experience.

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SOFTWARE LICENSE AGREEMENT

The following Software License Agreement applies to all STK, ODTK, TETK and Space Operations products. All Partner Products fall under ANSYS GOVERNMENT INITIATIVES, LLC’s Software License Agreement unless indicated otherwise. Additionally, the following addendums contain supplemental terms applicable to the products as listed below:

Products to which the addendums apply

Addendum 1 – Desktop Software Products

Free Products:

STK

STK Systems Bundle Products:

Systems Tool Kit – Professional (STK Pro) STK Analysis Workbench STK Analyzer* STK Communications STK Coverage STK Integration STK Radar STK Terrain, Imagery, & Maps (TIM) STK Terrain Integrated Rough Earth Model (TIREM) *

STK Specialized Modules:

STK SatPro STK Aviator STK Aviator Pro STK Astrogator STK Conjunction Analysis Tool

STK EOIR

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STK Missile Tool Kit* STK Scheduler* STK Prop Nav STK NetMod* STK Space Environment Effects Tool*

STK SOLIS*

STK Parallel Computing STK Distributed Simulation* STK Radar Advanced Environment* STK Real Time Tracking Technology* STK Optimizer* STK Urban Propagation* Voyager

ODTK Products:

Orbit Determination Tool Kit (ODTK) ODTK Space Situational Awareness (SSA)

TETK Products:

Test & Evaluation Tool Kit (TETK)

Space Operations Products:

Space Object Threat Assessment (SOTA) Space Event Generator (SEG) – Desktop Version

Addendum 2 - Custom Applications Development

All Products in Addendum 1 STK Engine STK Parallel Computing Server

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Addendum 3 - Server Products STK Parallel Computing Server STK Data Federate

Addendum 4 - Workgroup License All Products in Addendum 1 STK Data Federate

Addendum 5 - STK Viewer All Products in Addendum 1 STK Viewer

Addendum 6 - Virtual Machines All Products in Addendum 1 STK Engine STK Parallel Computing Server

Addendum 7 – STK Geospatial Content Server

STK Geospatial Content Server

Addendum 8 – STK Terrain Server and Terrain Server Data

STK Terrain Server and Terrain Server Data

Addendum 9- STK Components STK Components

Addendum 10 - Annual Support and Upgrades Agreement

Annual Software Support and Upgrades

NOTICE TO USER: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT

(“AGREEMENT”) CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN

THE GSA CUSTOMER (“YOU” OR “LICENSEE”) AND ANSYS GOVERNMENT

INITIATIVES, LLC (“AGI”), A PENNSYLVANIA CORPORATION, LOCATED AT 220

VALLEY CREEK BOULEVARD, EXTON, PA 19341. BY EXECUTING A PURCHASE

ORDER UNDER THE GSA MAS CONTRACT FOR THE SOFTWARE, YOU ACCEPT ALL

THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO

ANY OF THESE TERMS, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE

SOFTWARE WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO

NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT

YOU ORIGINALLY PAID FOR THE SOFTWARE PROVIDED YOU: (A) DO NOT USE THE

SOFTWARE, (B) YOU DO NOT MAKE OR KEEP ANY COPIES OF THE SOFTWARE, AND

(C) YOU RETURN IT WITHIN THIRTY (30) DAYS OF THE ORIGINAL PURCHASE DATE

ALONG WITH EVIDENCE OF THE DATE OF PURCHASE AND ORIGINAL PURCHASE

PRICE. AGI PROVIDES THE SOFTWARE AND DOCUMENTATION, AND LICENSES IT

USE TO YOU.

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1. DEFINITIONS

"Documentation" means the licensed specifications, user manuals, installation instructions and other supporting materials, including additional, updated or revised materials, if any, that are provided by AGI in connection with the Software in any Product Configuration.

“Ordering Documents” means a sales quotation, purchase order or other contractual document that identifies the Software and Product Configuration ordered.

“Product Configuration” means the totality of the Software being licensed in the specific configuration desired.

"Software" means the AGI software, software modules, extensions for the software and all of the contents of the files, disks(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) AGI or third party computer information or software; and (ii) digital images, stock photographs, video, clip art, sound(s) or other work.

“Supplemental Terms” means additional terms and conditions applicable to the specific Software being licensed.

"Third Party Content" means software (whether embedded or not) and other materials owned and licensed by third parties that is supplied by AGI with the Software.

"Use or Using" means to access/open, install, download, copy, or otherwise benefit from the Software or the Documentation.

2. GRANT OF LICENSE

2.1 AGI grants to You a personal, non-exclusive, non-transferable license solely to use the Software as set forth in the applicable Ordering Documents, (i) for which the applicable license fees have been paid and, (ii) in accordance with the terms and conditions set forth in this Agreement, along

AGI LLC GS-35F-056DA Page 19 with the underlying GSA Schedule Contract and GSA Purchase Order, and the Supplemental Terms assigned to the Product Configuration of the Software you have ordered or as authorized by AGI.

2.2 Permitted Uses

For each license purchased, you may:

a. Install and use the Software on computing device;

b. Make one (1) copy of the Software in any machine-readable form for archival and backup purposes only; or

c. Move the Software in the licensed Product Configuration to a replacement computer.

2.3 Uses Not Permitted

You shall not:

a. Sell, rent, lease, sublicense, distribute, lend, assign or time-share the Software, or a component thereof, to a third party. You shall not act as a service bureau or commercial service provider that allows third party access to the Software;

b. Use the Software to transfer or exchange any material where such transfer or exchange is prohibited by intellectual property law or any other applicable law;

c. Remove, delete or obscure any AGI or its third-party contributors’ patent, copyright, trademark, confidentiality or other proprietary rights notices contained in or affixed to the Software;

d. Separate, unbundle or remove any component(s) of the Software for independent use; or

e. Use, copy, modify or transfer the Software or Documentation or any copy, modification or merged portion thereof, in whole or in part, except as expressly provided in this Agreement.

Furthermore, you may not reverse engineer, disassemble, decompile or otherwise attempt to reconstruct or discover any source code, data, digital certificates, passwords, underlying ideas, or algorithms. of the Software, or allow others to attempt any of the foregoing

2.4 All rights not specifically granted under Section 2.2 hereof are strictly prohibited.

3. DISCLAIMER OF WARRANTY

AGI WARRANTS FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE OF DELIVERY

THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH

THE RELEVANT PRODUCT LITERAURE ACCOMPANYING THE SOFTWARE, AFTER

THIS PERIOD THE SOFTWARE AND PRODUCT CONFIGURATION IS PROVIDED "AS IS"

WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING

BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND

AGI LLC GS-35F-056DA Page 20

FITNESS FOR A PARTICULAR PURPOSE. YOU ACCEPT ALL RESPONSIBILITY AND

LIABILITY RESULTING FROM THE SELECTION OF THE SOFTWARE TO ACHIEVE

YOUR INTENDED RESULTS, AND FOR INSTALLATION, USE AND RESULTS OBTAINED

FROM THE SOFTWARE, AND FOR RELIANCE ON THE RESULTS OBTAINED. YOU

ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE

SOFTWARE. AGI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE

SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, SPATIAL,

SPECTRAL AND TEMPORAL ACCURACY IS NOT GUARANTEED.

4. LIMITATION OF LIABILITY

4.1 IN NO EVENT WILL AGI BE LIABLE TO YOU FOR ANY, INDIRECT OR OTHER

DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL,

SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF THE USE

OR INABILITY TO USE THE SOFTWARE, OR A LOSS OF DATA OR PROFITS, WHETHER

IN AN ACTION OF CONTRACT, NEGLIENCE OR OTHER TORTIOUS ACTION, EVEN IF

AGI HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL AGI

BE LIABLE FOR ANY SIMILAR CLAIM AGAINST YOU BY ANY OTHER PARTY.

4.2 AGI’S OBLIGATIONS UNDER THIS AGREEMENT, UNDER ANY THEORY OF

LIABILITY OR CONTRIBUTION, SHALL NOT EXCEED THE AMOUNT OF THE

APPLICABLE LICENSE FEE PAID BY YOU FOR THE SOFTWARE.

4.3 AGI IS NOT LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR

SERVICES.

4.4 THE FOREGOING EXCLUSION/LIMITATION OF LIABILITY SHALL NOT APPLY

(1) TO PERSONAL INJURY OR DEATH RESULTING FROM AGI’S GROSS NEGLIGENCE;

(2) FOR FRAUD; OR (3) FOR ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE

EXCLUDED BY LAW.

5. INFRINGEMENT INDEMNIFICATION

5.1 AGI shall indemnify You against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging

AGI LLC GS-35F-056DA Page 21 that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that:

a. AGI is notified in writing within fifteen (15) business days of such claim;

b. You provide AGI with documents describing the allegations of infringement;

c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim to the extent permitted by 28 USC 516; and

d. You reasonably cooperate in the defense of the claim at AGI’s request and expense.

5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, AGI and the Contracting Officer shall work together to terminate the Agreement in accordance with FAR requirements. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five-year useful life.

5.3 AGI shall have no obligation to indemnify you for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI or specified by AGI in its Documentation; (ii) alteration of the Software by someone other than AGI; or (iii) use of the Software after modifications have been provided by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2.

5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR

INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT

SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT

OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY

INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE

FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED

PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.

AGI LLC GS-35F-056DA Page 22

6. EXPORT CONTROL REGULATIONS

You hereby acknowledge and agree that the Software and Product Configuration(s) provided under this Agreement are subject to U.S. Export Control Regulations and Laws, including but not limited to the Export Administration Regulations (EAR) and as may be applicable, the International Traffic in Arms Regulations (ITAR), and may be subject to the import or export regulations of other countries. You agree to strictly comply with all such laws and regulations and acknowledge your responsibility to obtain licenses for export, re-export or import of the Software, as may be required. You acknowledge and agree to comply with U.S. anti-boycott laws and regulations, including but not limited to those regarding foreign boycott of Israel, as administered by the U.S.

Internal Revenue Service (IRS) and the U.S. Department of Commerce, Office of Anti-boycott Compliance (OAC). In the event that transfer of bank funds to AGI results from this Agreement, all transactions shall be exclusively and directly between your bank and AGI’s bank, and shall not be used for transactions in violation of U.S. law, including but not limited to laws administered by the U.S. Department of Treasury, Office of Foreign Asset Control (OFAC). This export control provision shall survive the expiration or termination of this Agreement.

7. TERMINATION

The license granted under this Agreement is effective until terminated. You may terminate this license at any time by destroying all copies of the Software in your possession, and providing written notice of such termination and destruction to AGI. Recourse against the United States for any alleged breach of this Agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable.

8. GOVERNING LAW

This Agreement shall be governed and construed in accordance with United States Federal Law.

This Agreement shall not be governed by the United Nations Convention of Contracts for the International Sales of Goods, the application of which is expressly excluded.

AGI LLC GS-35F-056DA Page 23

9. ASSIGNMENT

None of your rights, duties or obligations under this Agreement may be sold, sublicensed, assigned, rented, licensed, loaned or otherwise transferred without the prior written consent of AGI, and any attempt to so sell, sublicense, assign, rent, lease, loan or transfer without AGI’s prior written consent is void.

Notwithstanding the foregoing provision, AGI shall permit transfers of this Agreement from prime contractors to government end users, provided the original software purchase transaction was completed pursuant to a valid contract, and you have obtained AGI’s prior written consent, which shall not be unreasonably withheld.

10. NOTICES

Any notices regarding this Agreement shall be sent to:

Attn: Contracts Department 220 Valley Creek Blvd.

Exton, PA 19341 agi-contracts@ansys.com

AGI LLC GS-35F-056DA Page 24

11. INTELLECTUAL PROPERTY AND OWNERSHIP

11.1 AGI and its third party contributors respectively retain ownership of all rights, title and interest in and to all intellectual property rights associated with the Software and Documentation.

This Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Software, and/or to the features or information therein except as may be explicitly stated in writing in this Agreement. All rights not expressly granted by AGI are reserved. The Software and Documentation are protected by copyright and other intellectual property laws and treaties.

11.2 You must reproduce and include the copyright and other proprietary notices of AGI on any copy of all or any portion of the Software and Documentation, and all such copies shall be subject to all the terms and conditions of this Agreement.

12. U.S. GOVERNMENT END USER RIGHTS

12.1 The Software, Product Configuration, and Documentation are "Commercial Items," as defined in FAR 2.101, consisting of Commercial Computer Software and Commercial Computer Software Documentation. Government software and technical data rights in the Software and its Documentation include only those rights customarily provided to the public as defined in this License.

12.2 The use, duplication of or disclosure of the Software, Product Configuration and its Documentation by the U.S. Government is subject to the restrictions set forth in FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and, for Department of Defense purchases, DFARS 252.227-7015 (Technical Data – Commercial Items) and 227.7202-3 (Rights in Commercial Computer Software or Commercial Computer Software Documentation), as applicable. Accordingly, all U.S. Government End Users acquire the Software and its Documentation with only those rights set forth herein. The developer and manufacturer is ANSYS GOVERNMENT INITIATIVES, LLC, located at 220 Valley Creek Boulevard, Exton, PA 19341.

AGI LLC GS-35F-056DA Page 25

13. THIRD PARTY CONTENT

The Software incorporates Third Party Content and Open Source Software, whose license require AGI to provide notice of the presence of third party software and to publish copies of the licensing language and/or copyright notices which are included with the Software in the “About” section of the Help Menu. The Government acknowledges the presence of the Third Party and Open Source Software.

14. ACKNOWLEDGEMENTS

14.1 THIS AGREEMENT TOGETHER WITH THE UNDERLYING GSA SCHEDULE

CONTRACT AND GSA PURCHASE ORDER CONSTITUTES THE COMPLETE AND

EXCLUSIVE STATEMENT OF THE UNDERSTANDING AND CONTRACT BETWEEN US

AND SUPERSEDES ANY AND ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS

RELATING TO THE SUBJECT MATTER HEREOF.

14.3 THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED OR IN ANY WAY

ALTERED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BOTH YOU AND AGI.

14.4 IF ANY TERM OR PROVISION OF THIS AGREEMENT IS DETERMINED BY A

COURT OF LAW TO BE ILLEGAL, INVALID, OR UNENFORCEABLE ALL OTHER

CONDITIONS AND PROVISIONS, SHALL BE GIVEN FULL FORCE AND EFFECT.

WAIVER OF A PROVISION IN ONE INSTANCE SHALL NOT PRECLUDE ITS

ENFORCEMENT ON FUTURE OCCASIONS. SUCH FINDINGS OF ILLEGALITY,

INVALIDITY, AND/OR UNENFORCEABILITY OF ONE OR MORE OF THE PROVISIONS

HEREIN SHALL NOT AFFECT THE REMAINING PROVISIONS.

14.5 YOU HEREBY AGREE THAT AGI MAY BE IRREPARABLY DAMAGED IF

THE TERMS AND CONDITIONS OF THIS AGREEMENT WERE NOT SPECIFICALLY

ENFORCED, AND THEREFORE YOU AGREE THAT AGI MAY BE ENTITLED TO

REMEDIES AS AGI MAY OTHERWISE HAVE AVAILABLE TO IT UNDER APPLICABLE

UNITED STATES FEDERAL LAW.

AGI LLC GS-35F-056DA Page 26

14.6 IN THE EVENT THAT EITHER PARTY IS REQUIRED TO BRING AN ACTION, SUIT,

OR OTHER PROCEEDING FOR THE ENFORCEMENT OF ANY PROVISION OF OR UNDER

THIS AGREEMENT, EACH PARTY WILL BE RESPONSIBLE FOR THEIR OWN COSTS

AND EXPENSES, INCLUDING ATTORNEY AND PROFESSIONAL OR EXPERT FEES.

Addendum 1 - Desktop Software Products

This Desktop Software Products Addendum (“Addendum”) sets forth the Supplemental Terms that apply to Your use of Desktop Software Products, and includes the AGI Software License Agreement, which is incorporated herein by reference in its entirety. This Addendum will take precedence over any conflicting terms of the Software License Agreement. It does not take precedent over any conflicting terms in the underlying GSA Schedule Contract or GSA Purchase Order. This Addendum contains those definitions and additional provisions that apply to Desktop Software Products.

1. DEFINITIONS

In addition to the definitions provided in the Software License Agreement, the following definitions apply to this Addendum:

“Dongle” refers to a specific hardware device designated with a unique serial number (Dongle ID) that may be moved between physical workstations.

“Dongle License” means a license tied to the unique serial number (Dongle ID) of a designated hardware dongle. This license is valid on any workstation to which its associated dongle is attached.

“Designated Computer” means a single electronic device for displaying, storing, and processing data.

“Host Identification” or “Host ID” means the unique, physical address for the computer hardware.

“Desig…