MAS - Simauthor, Inc. - GS35F0603L

GSA Authorized Federal Supply Service (FSS)

Multiple Award Schedule (MAS) Pricelist

Information Technology

SimAuthor, Inc. c/o Perspecta Inc.

- Contract Number: GS-35F-0603L

General Purpose Commercial Information Technology

Equipment, Software and Services - FSC Group 70

SIN 511210 Software Licenses

SIN 54151 - Software Maintenance Services

SIN 611420 Information Technology Training

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

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

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

SimAuthor, Inc. c/o Perspecta Inc.

890 Explorer Blvd. Huntsville, AL 35806

619-321-6173 FAX: 619-523-3536

POC: Brian Farrell www.Perspecta.com

Contract Number: GS-35F-0603L

Business Size: Large (14,000

Employees)

Period Covered by Contract: September 19, 2001 – September 18, 2021

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

http://www.perspecta.com/

Pricelist current through PS-A821 , dated June 15, 2020.

Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the

GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Supply Service’s Home Page via the

Internet at http://www.fss.gsa.gov/ http://www.fss.gsa.gov/

Contract #GS-35F-0603L Page i

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210)

AND MAINTENANCE (SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY SOFTWARE…………………………………………………………………………………………5

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 611420)

SIM AUTHOR COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT

PROGRAMS

SIMAUTHOR, INC.’S AUTHORIZED GSA PRICING

TABLE OF CONTENTS

Contract #GS-35F-0603L Page 1

1. Table of awarded special item number(s). Appropriate cross-reference to item descriptions and ALL awarded price(s) may be found on Pages 16-18.

SPECIAL ITEM NUMBER

(SIN)

SIN TITLE

511210 Software Licenses

(SIN)

54151 Software Maintenance Services

SIN

611420 Information Technology Training

2. MAXIMUM ORDER (ALL DOLLAR AMOUNTS ARE EXCLUSIVE OF ANY DISCOUNT FOR PROMPT

PAYMENT.)

a. The Maximum Order value for the following Special Item Numbers (SINs) is $500,000:

Special Item Number 511210 - Software Licenses

Special Item Number 54151 - Software Maintenance Services

b. The Maximum Order value for the following Special Item Number (SIN) is $25,000:

Special Item Number 611420 – Information Technology Training

3. MINIMUM ORDER

The minimum dollar value of orders to be issued is $100.00.

4. GEOGRAPHIC COVERAGE (delivery area)

Worldwide.

5. POINT OF PRODUCTION

Software is developed in Huntsville, Alabama, USA.

6. DISCOUNTS / STATEMENT OF NER PRICE

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

INFORMATION FOR ORDERING ACTIVITIES

APPLICABLE TO ALL SPECIAL ITEM NUMBERS

Contract #GS-35F-0603L Page 2

7. QUANTITY DISCOUNTS

a) Government Educational Intuitions receive an additional 35% discount.

b) Volume Discounts:

Annual Net Revenue

Sales Volume

Systems per Site

<$100k

$100k-$250k

3-5

$251k-$500k

5-10

$>$500k >10

Category 1 15% 20% 25% 30%

2 None 5% 10% 10%

3 None None None None

4 42% 42% 42% 42%

Category 1 = SimAuthor Software (SIN 511210 )

Category 2 = Part Numbers: MOD-TOOL, FV-TAT, FV-ENAV, FV-

ENAV/PL Category 3 = Training, Installation, Integration, & Engineering

Category 4 = Maintenance

For orders of 250+ systems, a 45% discount is offered

8. PROMPT PAYMENT TERMS

None.

9. GOVERNMENT PURCHASE CARDS

Accepted at any level.

10. FOREIGN ITEMS

None.

11. DELIVERY SCHEDULE

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

SPECIAL ITEM NUMBER DELIVERY TIME

(Days ARO)

511210 14 Days

54151 To be negotiated with ordering agency

611420 To be negotiated with ordering agency

b. Items available for expedited delivery are noted in this price list.

c. Customer may contact the Contractor for rates for overnight and 2-day delivery.

d. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact

Contract #GS-35F-0603L Page 3 the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

12. FOB POINT

Destination.

13. a. ORDERING ADDRESS

SimAuthor, Inc. c/o Perspecta Inc.

GSA Orders

890 Explorer Blvd.

Huntsville, AL 35806

b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. PAYMENT ADDRESS

Per Task Order requirement.

15. WARRANTY

See Enterprise User License Agreement (EULA ) under Terms and Conditions Applicable to Term

Software Licenses below.

16. EXPORT PACKING CHARGES

N/A

17. TERMS AND CONDITION OF GOVERNMENT PURCHASE CARD ACCEPTANCE

Contractors are required to accept credit cards for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Credit cards will be acceptable for payment above the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice.

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR

See Enterprise User License Agreement (EULA) under Terms and Conditions Applicable to Term Software

Licenses below.

19. TERMS AND CONDITIONS OF INSTALLATION

See Enterprise User License Agreement (EULA) under Terms and Conditions Applicable to Term Software

Licenses below.

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

DISCOUNTS FROM LIST PRICES

N/A.

Contract #GS-35F-0603L Page 4

21. LIST OF SERVICE AND DISTRIBUTION POINTS

22. LIST OF PARTICIPATING DEALERS

23. PREVENTIVE MAINTENANCE

24. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (E.G. RECYLCLED CONTENT,

ENERGY EFFICIENCY, AND/OR REDUCTED POLLUTANTS

N/A

25. DATA UNIVERSAL NUMBER SYSTEM (DUNS)

130075476

26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT (SAM)

Yes.

Contract #GS-35F-0603L Page 5

TERMS AND CONDITIONS APPLICABLE TO

TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210 ), PERPETUAL

SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210) AND MAINTENANCE

(SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

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

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

End User License Agreement

This End User License Agreement (“License”) applies to your use of the computer software (including any user documentation integrated into or provided with such software, the “Licensed Products”) identified on the ordering document attached to or otherwise entered into in connection with this License (the “Order”). For purposes of this License, references to

“you” or “your” mean the entity identified in the Order. References to “we”, “us” or “our” refer to SimAuthor, Inc., a Colorado corporation.

1. License Grant. Subject to your compliance with the terms and conditions of this License (including the Order), we grant to you a limited, non-exclusive, non-transferable (subject to Paragraph 11(b)) license to use the Licensed Products solely in support of your internal business operations. Unless expressly permitted pursuant to the Order, you may not distribute or make the

Licensed Products available over a network where the Licensed Products could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute, or sublicense the Licensed Products to others; you may not host the software for use by others. You may not copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Products, any Modifications (as defined below), or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).

2. Other Understandings Related to the Licensed Products.

(a) The Order sets forth the manner in which the Licensed Products are licensed to you (e.g., per device, per user, enterprise, subscription). You may not exceed the use restrictions set out in the Order without obtaining and paying for additional license(s) to the Licensed Products from us.

(b) You may make one (1) backup copy of the media or electronic file on or through which the Licensed Products were delivered to you. You may use the backup copy only to reinstall the Licensed Products in accordance with the limits set forth in the Order. In the event the Licensed Products include files constituting software documentation (instructions, help files, user manuals, e.g.), you may make a reasonable number of copies of the software documentation for use and reference by users of the

Licensed Products in accordance with the terms of this License.

(c) The Licensed Products may contain tools for development, integration or customization (“Embedded Tools”). You may use Embedded Tools for the purposes for which they were designed, namely to install, customize or integrate the Licensed

Products onto the device(s), network(s) or environment(s) on which the Licensed Products are installed and used in accordance with this License.

(d) To the extent you use third parties to provide information technology services to you (e.g., help desk, support, installation, integration), those third parties may access and use the Licensed Products solely in connection with providing those information technology services to you, and provided such services are delivered using or on the devices, networks or systems licensed pursuant to the Order.

Contract #GS-35F-0603L Page 6

(e) If you breach in any material manner the terms, conditions and restrictions under this License, and fail to cure such breach within ten (10) days of notice by us to you of such breach, then we may, without limiting our right to seek any appropriate remedies for such breach (including equitable remedies), terminate this License with notice to you. Notwithstanding the foregoing, in the event you are a department, agency or instrumentality of the United States Government that has acquired this License pursuant to a United States Government contract, then the terms of the Disputes Clause at Federal Acquisition Regulation §52.233-

1 shall apply with respect to a breach or default under this License.

3. Termination. Upon termination of this License, you shall cease all use of the Licensed Products, and destroy or permanently delete all copies, full or partial, of the Licensed Products. Termination of this License shall not relieve either party from any obligations under this License arising before the effective date of termination, including any obligation of payment.

License payments made by you to us are not refundable, provided that if you acquired the Licensed Products under a subscription, and you terminate this License prior to the end of the applicable subscription period, we will refund to you a prorated amount of the applicable subscription fee paid by you.

4. Third Party Materials. The Licensed Products may include or contain third party software or data files (“Third Party

Materials”). We have taken reasonable steps to ensure that the providers of such data are reliable, and the data provided accurate, however, we cannot guarantee that the Third Party Materials accessed or used by the Licensed Products will be accurate, complete, timely or valid. We assume no obligation or liability to you with respect to the accuracy, completeness, timeliness, validity or other qualities or attributes of the Third Party Materials, provided, however, that we will endeavor to correct, update or replace any

Third Party Materials following notice that such materials are inaccurate or out of date. You acknowledge that our ability to replace or correct such Third Party Materials may be conditioned on the willingness or ability of the provider of such Third Party

Materials to make such corrections, and that we shall be under no obligation to correct or update such Third Party Materials

(subject to the limited warranty set forth in Paragraph 5).

5. Limited Warranty. Subject to the understandings set forth in the immediately preceding Paragraph 4 and in this

Paragraph 5, we warrant to you that the Licensed Products, when used in accordance with the terms of this License, will perform in material conformance with the specifications set forth in the Licensed Products documentation for a period of one (1) year following the date that the Licensed Products have gained final acceptance, or shipment of Licensed Products if final acceptance is not required. The foregoing warranty is conditioned on: (a) your installation and use of the Licensed Products on devices, systems and/or networks as specified in the Order, and conforming with the recommended configuration standards set forth in the documentation, and (b) your prompt installation of any Modifications provided by us, including any updates, fixes or error corrections delivered or made available to you in connection with any support or maintenance services you acquire from us. We will not be responsible to you for any inaccuracy or failure of the Licensed Products to perform in accordance with its documentation where that failure occurs as a result of your failure to install or operate the License Products on devices, systems or networks meeting the minimum configuration standards set forth in the documentation, your use of the Licensed Products with software, hardware or systems not provided or sanctioned by us (where the failure is attributable to such use), your failure to install

Modifications promptly following their availability, and/or the failure of your information technology services providers, including network providers. Without limiting the foregoing, we shall not be responsible to you in any manner under this License for any failure, latency, interruption or disruption in the operation of the Licensed Products attributable to your use or operation of third party products or services, including software, hardware network systems.

6. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE, WE HEREBY

DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF

SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY AND NON-

INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN, OR

SERVICES PERFORMED OR PROVIDED BY OR THROUGH THE LICENSED PRODUCTS WILL MEET YOUR

REQUIREMENTS, THAT THE OPERATION OF THE LICENSED PRODUCTS OR SERVICES WILL BE

UNINTERRUPTED OR ERROR-FREE, OR, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THAT DEFECTS IN THE

LICENSED PRODUCTS OR SERVICES WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE

EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A

CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

NOTWITSTANDING THE FOREGOING, IN THE EVENT: (a) OF A FAILURE OF THE LICENSED PRODUCTS TO LOAD

AND OPERATE ON YOUR COMPUTING DEVICE, WHERE SUCH FAILURE RESULTS FROM A DEFECT, LATENT OR

OTHERWISE, IN THE LICENSED PRODUCTS (AND NOT, BY WAY OF EXAMPLE AND NOT LIMITATION, A

FAILURE OR DEFECT IN YOUR DEVICE, INTERFERENCE CAUSED BY OTHER APPLICATIONS LOADED ON YOUR

DEVICE, OR SERVICE INTERRUPTIONS OR FAILURES ASSOCIATED WITH YOUR NETWORK OR

TELECOMMUNICATIONS SERVICE PROVIDER), YOU MAY NOTIFY US AND WE WILL REPLACE THE LICENSED

PRODUCTS; or (b) THE LICENSED PRODUCTS, SUBJECT TO THE LIMITATIONS AND RESTRICTIONS AT

Contract #GS-35F-0603L Page 7

PARAGRAPH 5, FAIL TO PERFORM IN MATERIAL CONFORMANCE WITH THEIR SPECIFICATIONS DURING THE

WARRANTY PERIOD, WE WILL REPLACE THE LICENSED PRODUCTS WITH CONFORMING LICENSED PRODUCTS, OR REFUND TO YOU THE LICENSE FEE PAID TO US UNDER THIS LICENSE FOR SUCH LICENSED PRODUCTS. TO

THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO OTHER WARRANTY

OBLIGATION WHATSOEVER WITH RESPECT TO THE LICENSED PRODUCTS.

7. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT OF OUR INDEMNITY OBLIGATIONS UNDER THIS

LICENSE, TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANYONE

ELSE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES

WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED

TO YOUR USE OR INABILITY TO USE THE LICENSED PRODUCTS, HOWEVER CAUSED, REGARDLESS OF THE

THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR

PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT

APPLY TO YOU.

The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.

8. Infringement Remedy. In the event your use of the Licensed Products is challenged by any third party alleging that such use infringes or misappropriates the intellectual property rights of such third party, we will indemnify, defend and hold you harmless from and against any claim, loss, expense or cost incurred by you and arising in connection with such claim (and if you are a department, agency or instrumentality of the United States Government, to the extent permitted by 28 U.S.C. § 516), provided that you (i) promptly notify us of the claim, (ii) permit us to assume the control of the defense and settlement of such claim, (ii) assist us reasonably, and at our cost, in the defense, settlement or compromise of any such claim assumed by us. We will have no obligation to indemnify you under this License in the event the claim arises as a consequence of your unauthorized modification of the Licensed Products, your use of the Licensed Products in combination with third party products or services not authorized or sanctioned by us, or your misuse of the Licensed Products or use of the Licensed Products in violation of applicable law. Subject to the foregoing limitations, in the event your use of the Licensed Products is or in our reasonable opinion is likely to be enjoined as a consequence of an infringement claim, we will, at our cost and election render the Licensed Products noninfringing, obtain for you a license or permission sufficient to use the Licensed Products, replace the Licensed Products with noninfringing Licensed Products of equivalent functionality, or, failing any or all of such options, terminate this License.

9. Export Limitations. The Licensed Products may be subject to U.S. export control laws or other (U.S. and non-U.S.)

governmental export and import laws and regulations. It is your responsibility to comply with the United States or other governmental export and import regulations. You may not use or otherwise export or re-export the Licensed Products except as authorized by United States law and the laws of the jurisdiction in which the Licensed Products were obtained. In particular, but without limitation, you may not export or re-export the Licensed Products in violation of applicable law to (a) any U.S.-embargoed country(ies), or (b) anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of

Commerce Denied Person’s List or Entity List. By entering into an Order and using the Licensed Products, you represent and warrant that you are not located, and will not permit the use or operation of the Licensed Products in or through any such country or on any such list without a valid license or permission. You also agree that you will not use these products for any purposes otherwise prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons. You further agree that you will not transfer to any party the Licensed

Products (or the rights licensed hereunder) where doing so would violate applicable law.

10. Commercial Items. The Licensed Products are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in

48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through

227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation may be licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to the Licensee pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.

11. Miscellaneous Provisions.

(a) The laws of the state of Delaware, excluding its conflicts of law rules, govern this License and your use of the Licensed

Products, except that any provision in this License (or the Order) that is (I) incorporated in full text or by reference from the FAR, or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR, or (iii) that is substantially based on any such agency regulation of FAR provision, shall be construed and interpreted according to the federal

Contract #GS-35F-0603L Page 8 common law of government contracts as enunciated and applied by federal judicial bodies, Boards of Contract Appeals, and quasi-judicial agencies of the federal Government.

(b) You may not sell, assign, transfer or sublicense the Licensed Products to any other person or entity without our consent.

Notwithstanding the foregoing, you may assign the rights under this License to a third party that acquires your business, or that portion of the business to which this License applies, provided that (i) you notify us of such transfer, and (ii) the acquiring party agrees to be bound by the terms of this License.

(c) All notices and other required communications must be in writing and will be deemed to have been given when: sent by

United States registered or certified mail, return receipt requested; transmitted by facsimile or e-mail, confirmed by United States first class mail; or sent by overnight courier. Notices must be sent to a party at the address shown on the Order, or to such other place as the party may subsequently designate for its receipt of notices.

(d) A party’s failure to enforce its rights with respect to any single or continuing breach of this License will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach.

(e) If any provision of this License is deemed by a court or tribunal of competent jurisdiction to be illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this License will not be affected.

(f) This License, including the Order (Purchase Order(s)), the underlying GSA Schedule Contract, and Schedule Price List, contains the entire understanding of you and us with respect to its (and such Order’s) subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter.

(g) No modification of this License will be effective unless it is in writing, is signed by an authorized representative of each of you and us, and expressly provides that it amends this License.

3. GUARANTEE/WARRANTY

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

SimAuthor Inc. (SimAuthor) warrants that its software (SOFTWARE) will perform in accordance with the technical product descriptions and specifications for a period of one (1) year from the date of final acceptance of the SOFTWARE by the customer. This warranty is void if the SOFTWARE is modified or altered by the customer.

If the SOFTWARE fails to comply with the warranty set forth above, SimAuthor will make reasonable effort to correct or replace the SOFTWARE. Any corrected, or replacement, SOFTWARE will be warranted for the remainder of the original warranty period or 30 days, whichever is longer.

OTHER THAN THE EXPRESS WARRANTY SET FORTH ABOVE, SIMAUTHOR MAKES NO OTHER

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES

OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE

SOFTWARE. NO REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN THIS LIMITED

WARRANTY SHALL BE BINDING UPON SIMAUTHOR AS A WARRANTY OR OTHERWISE.

LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO

EVENT WILL SIMAUTHOR, INC. OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY

TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL,

WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL

DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE

LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS

BASED. IN ANY CASE, SIMAUTHOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LIMITED

WARRANTY SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR

THE ASSOCIATED LICENSE AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY SIMAUTHOR

UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY), WITH THE EXCEPTION OF DEATH OR

PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF SIMAUTHOR, INC. TO THE EXTENT

APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME

JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR

CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.

Contract #GS-35F-0603L Page 9

U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are provided with restricted rights. Use, duplication or disclosure of the SOFTWARE by the Government is subject to restrictions as set forth in subdivision (c) (1) (ii) of DFARS, The Rights in Technical Data and Computer Software clause at 252.227-7013, or a comparable or successor clause. The Contractor/manufacturer is SimAuthor, Inc., 890 Explorer Blvd. Huntsville, AL

35806.

If SimAuthor is contracted by the customer to procure hardware, then if any of the hardware is purchased from

Dell Computer Corporation (Dell), then SimAuthor will procure the PCs with a one (1)-year hardware warranty from

Dell. A copy of Dell’s warranty provisions, terms and conditions will be supplied to the customer. The following

Internet link goes directly to Dell’s one-year warranty policy page:

http://www.dell.com/learn/us/en/vn/solutions/limited-hardware-warranties

For all computer hardware not supplied by Dell, SimAuthor will provide/procure a one (1)-year hardware warranty as described in Other Hardware Limited Warranty (below).

SimAuthor will provide a limited warranty for hardware components (video cameras, microphones, video capture cards, computers, etc.) supplied by SimAuthor other than those supplied by Dell Computer Corporation. The limited warranty shall take effect upon final acceptance of the associated SOFTWARE and remain in force for a period of one

(1) year thereafter. This warranty shall only be effective if the customer (or its authorized representative) notifies

SimAuthor within thirty (30) days of customer’s discovery of any claimed defect.

This warranty is non-transferable and is provided only to the customer unless agreed to in writing by SimAuthor.

Subject to the terms of this warranty, SimAuthor warrants the hardware components shall be free from defects due to faulty material, design and workmanship, provided that this warranty shall not extend to ordinary wear and tear, consumables items (lamps, fuses, etc.) or defects resulting from misuse of the equipment by the customer. This warranty shall become null and void if the customer makes modifications to the hardware components.

During the warranty period, and following customer’s notification to SimAuthor, customer’s trained personnel shall remove the defective part and ship the part at customer’s expense to SimAuthor’ s Huntsville Office and, shall install the repaired or replaced part when it is returned to customer. SimAuthor shall, at its own expense, repair any such defective part or, at its option, replace the part with a similar part in comparable condition, but free from defect, and shall pay transportation charges for such part from SimAuthor’ s Huntsville Office to customer’s site.

Except as otherwise expressly set forth in this limited warranty, SimAuthor makes no promises, representations or warranties with respect to hardware components, documentation or other material furnished to buyer in connection therewith or any component thereof, including the implied warranty of fitness for a particular purpose, which warranties are hereby expressly excluded.

In no event shall SimAuthor be liable for any indirect, incidental, including without limitation, any liability for products not being available for use or for lost data or software, special, exemplary, or consequential damages arising out of or otherwise related to the use or performance of the hardware, however caused, even if SimAuthor has been advised of the possibility or likelihood of such damages. The limitation upon damages and claims is intended to apply to all claims of customer.

These provisions apply to SimAuthor’ s one-year limited warranty for SimAuthor- supplied, non-PC, and hardware components only.

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

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

4. TECHNICAL SERVICES

SimAuthor will provide Task Order customer with telephone and/or e-mail assistance and help on the use of the delivered

FlightViz application software (Supported Software) during normal business hours (8:00 a.m. and 5:00 p.m. Mountain

Computer Hardware Limited Warranty

Other Hardware Limited Warranty

Contract #GS-35F-0603L Page 10

Time). A SimAuthor support contact procedure and current telephone number(s) and e-mail address(s) for the support will be provided to customer.

5. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

Customer agrees to use Supported Software in accordance with good and acceptable practice.

Customer recognizes that efficient use of the Supported Software is dependent on customer providing adequate training for customer’s staff, and recognizes that failure to fully train staff on subsequent use of the Supported

Software will jeopardize efficient use of the software.

The software maintenance agreement is for a period of one year from the final acceptance of the associated

SOFTWARE is installed. Subsequent renewal fees will be calculated at the beginning of the second year of service, based on then-current published fees.

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. Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324.

b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT

DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

6. PERIODS OF MAINTENANCE (54151)

This is a legal agreement between the end user (the "LICENSEE"), and SimAuthor, Inc. (“SimAuthor”) BY USING

ALL OR ANY PORTION OF THE SOFTWARE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ,

UNDERSTANDS, AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

OBJECT CODE LICENSE GRANT. SimAuthor grants to LICENSEE a nonexclusive, nontransferable (except as noted below) license to use the SimAuthor FlightViz-based SOFTWARE (the "SOFTWARE") on a single workstation. The SOFTWARE may be removed from that workstation and transferred to another upon written request to Licensor, which shall not be unreasonably withheld.

In accepting the license rights granted by SimAuthor, LICENSEE agrees that it shall not develop separate or merged software applications of any kind, reverse engineer the SOFTWARE, the documentation, or any other proprietary information of SimAuthor. The LICENSEE may not sublicense, sell, lend, rent or lease any portion of the SOFTWARE without SimAuthor’ s approval, or export the SOFTWARE in any form from the country where the SOFTWARE was originally furnished.

COPYRIGHT. The SOFTWARE is owned by SimAuthor or its suppliers and is protected by United States copyright laws and international treaty

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

b. 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.

c. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of

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

Contract #GS-35F-0603L Page 11 maintenance will be required if the maintenance is to be continued during the subsequent period.

7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. 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 conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement.

b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to the next, provided the software remains on a term license within the ordering activity.

c. 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.

d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to% of all term license payments during the period that the software was under a term license within the ordering activity.

8. TERM LICENSE CESSATION

a. After a software product has been on a continuous term license for a period of 60 months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited.

9. UTILIZATION LIMITATIONS - (511210, AND 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:

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

ii. Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity

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

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

iv.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)

Contract #GS-35F-0603L Page 12 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.

DISTRIBUTION TO THE U.S. GOVERNMENT. The software offered in this proposal is commercial computer software programs developed exclusively at private expense. Use, duplication, and disclosure by civilian agencies of the

U.S. Government shall be in accordance with FAR 52.227-19 (c) or other agency data rights provisions, as may be applicable. Use, duplication and disclosure by DOD agencies is subject solely to the terms of standard software License

Agreement as stated in DFARS 227.7202.

10. SOFTWARE CONVERSIONS - (511210)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (132-

33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version.

11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

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

12. RIGHT-TO-COPY PRICING

Not available

Contract #GS-35F-0603L Page 13

1. SCOPE

a. The Contractor shall provide training courses normally available to commercial customers, which will permit ordering activity users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation.

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

2. ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this contract.

Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course.

3. TIME OF DELIVERY

The Contractor shall conduct training on the date (time, day, month, and year) agreed to by the Contractor and the ordering activity.

4. CANCELLATION AND RESCHEDULING

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

b. In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified in paragraph a, above, the ordering activity will be liable for the contracted dollar amount of the training course. The

Contractor agrees to permit the ordering activity to reschedule a student who fails to attend a training class within ninety

(90) days from the original course date, at no additional charge.

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

d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity, the Contractor must notify the ordering activity at least seventy-two (72) hours before the scheduled training date.

5. FOLLOW-UP SUPPORT

The Contractor agrees to provide each student with unlimited telephone support or online support for a period of one (1) year from the completion of the training course. During this period, the student may contact the

Contractor's instructors for refresher assistance and answers to related course curriculum questions.

6 PRICE FOR TRAINING

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

7 INVOICES AND PAYMENT

Invoices for training shall be submitted by the Contractor after ordering activity completion of the training course. Charges for training must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE

SHOWN ON THE INVOICE.

8 FORMAT AND CONTENT OF TRAINING

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.

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

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

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE

(SPECIAL ITEM NUMBER 611420)

Contract #GS-35F-0603L Page 14

b. The Contractor shall provide the following information for each training course offered:

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

2) The length of the course;

3) Mandatory and desirable prerequisites for student enrollment;

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

5) The locations where the course is offered;

6) Class schedules; and

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

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.

No Charge Training not available.

For those courses conducted at the ordering activity’s location, instructor travel charges (if applicable), including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L. 99-234 and FAR Part 31.205-46, and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule, as applicable, in effect on the date(s) the travel is performed. Contractors cannot use GSA city pair contracts. The Industrial Funding Fee does NOT apply to travel and per diem charges.

Contract #GS-35F-0603L Page 15

PREAMBLE

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

COMMITMENT

To actively seek and partner with small businesses.

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

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

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

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