MAS - Monster Government Solutions, LLC - GS35F0609V

AUTHORIZED FEDERAL ACQUISITION SERVICE INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

Special Item No. 511210 Software Licenses Special Item No. 54151 Software Maintenance Services Special Item No. 611420 Information Technology Training Special Item No. 54151S Information Technology Professional Services Special Item No. 54151ECOM Electronic Commerce and Subscription Services

Note: Contractor has been awarded all Special Item Numbers under the Cooperative Purchasing and Disaster Recovery Programs.

Monster Government Solutions, LLC 133 Boston Post Road Weston, MA 02493 Phone: (703) 269-4900 Fax: (978) 377-6233 Internet Address: www.monstergovernmentsolutions.com

Contract Number

GS-35F-0609V

Period Covered by Contract July 29, 2009 through July 28, 2029

General Services Administration Federal Acquisition Service

Pricelist is current through Modification #PA-0075, dated April 28, 2025

Products and ordering information in this Authorized FAS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Acquisition Service’s Home Page via the Internet at http://www.gsa.gov/fas

SIN 511210 - SOFTWARE LICENSES

FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE Microcomputers and Application Software

SIN 54151 - SOFTWARE MAINTENANCE SERVICES

SIN 611420 - INFORMATION TECHNOLOGY TRAINING (FPDS Code U012)

SIN 54151S - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

FPDS Code D302 IT Systems Development Services FPDS Code D306 IT Systems Analysis Services FPDS Code D307 Automated Information Systems Design and Integration Services FPDS Code D310 IT Backup and Security Services FPDS Code D311 IT Data Conversion Services FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified

SIN 54151ECOM - ELECTRONIC COMMERCE (EC) AND SUBSCRIPTION SERVICES

FPDS Code D399 Other Data Transmission Services, Not Elsewhere Classified - Except “Voice” and Pager Services

NOTE: Electronic Commerce Services are not intended to supersede or be substitute for any voice requirements of

FTS2001.

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Table of Contents

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210) AND MAINTENANCE (SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 611420)

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S) AND ELECTRONIC COMMERCE (EC) SERVICES (SPECIAL ITEM NUMBER 54151Ecom)

MONSTER GOVERNMENT SOLUTIONS, LLC’S INFORMATION TECHNOLOGY LABOR CATEGORY DESCRIPTIONS

AND RATES

MONSTER GOVERNMENT SOLUTIONS, LLC’S AUTHORIZED GSA PRICING

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

Special Item No. 511210 Software Licenses Special Item No. 54151 Software Maintenance Services Special Item No. 611420 Information Technology Training Special Item No. 54151S Information Technology Professional Services Special Item No. 54151ECOM Electronic Commerce and Subscription Services

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 Price Sheet

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. If hourly rates are not applicable, indicate “Not applicable” for this item.

Skill category descriptions begin on page 22

2. Maximum order. $15,000,000

3. Minimum order. $100

4. Geographic coverage. Domestic delivery.

5. Point of production. Same as company address.

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

7. Quantity discounts. None.

8. Prompt payment terms. 0% - 30 days from receipt of invoice or date of acceptance, whichever is later.

9a. The Government purchase Card will be accepted for payment on orders below the micro- purchase threshold.

9b. The Government purchase Card will be accepted for payment on orders above the micro- purchase threshold.

10. Foreign items. None.

11a. Time of delivery.

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 30 Days 54151 30 Days 611420 As negotiated between the contractor and ordering activity 54151S As negotiated between the contractor and ordering activity 54151ECOM As negotiated between the contractor and ordering activity

11b. 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.

Expedited delivery time is Negotiated Between Contractor and Ordering Agency.

11c. 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.

Expedited delivery time is Negotiated Between Contractor and Ordering Agency.

11d. 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.

Expedited delivery time is Negotiated Between Contractor and Ordering Agency.

12. F.O.B. point. Destination.

13a. Ordering address. Monster Government Solutions, LLC Attn: Ronald Harrell, Director of Contracts 133 Boston Post Rd. Weston, MA 02493

13b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3. For supplies and services, the ordering procedures, and information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. Payment address. Monster Government Solutions, LLC PO BOX 416803 Boston, MA 02241-6803

15. Warranty provision.

a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements, which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

b. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

c. The maintenance/repair service provided is the standard commercial terms and conditions for the type of products and/or services awarded.

16. Export packing charges, if applicable. Not Applicable.

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level). None.

18. Terms and conditions of rental, maintenance, and repair. See critical information section for SIN specific information.

19. Terms and conditions of installation. See critical information section for SIN specific information.

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices. See critical information section for SIN specific information.

20a. Terms and conditions for any other services. Additional Services are available outside the scope of this schedule.

21. List of service and distribution points. Same as Company Address.

22. List of participating dealers. Not Applicable.

23. Preventive maintenance. See critical information section for SIN specific information.

24a. Special attributes such as environmental attributes. Not Applicable.

24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov/.

25. SAM Unique Entity ID: S7DZZ45AEHL5

26. Notification regarding registration in SAM.gov database. CAGE Code: 3FKC7

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM NUMBER

511210) AND MAINTENANCE (SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSECOMMERCIAL 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. 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.

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.

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number (703) 269-4900 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8:00 a.m. to 5:00 p.m. EST.

4. SOFTWARE MAINTENANCE

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

1. Software Maintenance as a Product

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.

X 2. Software Maintenance as a Service

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

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.

5. PERIODS OF SOFTWARE LICENSES (511210) AND MAINTENANCE (54151)

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

b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

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

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

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

6. UTILIZATION LIMITATIONS - (511210)

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

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

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

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

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

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

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

7. 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 software license (511210), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The 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.

9. RIGHT-TO-COPY PRICING

The Contractor shall insert the discounted pricing for right-to-copy licenses.

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 611420)

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. If an ordering activity requests cancellation of a course within 24-hours of its start time, they will be assessed the EUs associated with 6 participants attending the training.

b. In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified in paragraph a, above, the ordering activity will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the ordering activity to reschedule a student who fails to attend a training class within ninety (90) days from the original course date, at no additional charge.

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

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

5. FOLLOW-UP SUPPORT

The Contractor agrees to provide each student with unlimited telephone support for a period of one (1) year from the completion of the training course. During this period, the student may contact the Contractor's instructors for refresher assistance and answers to related course curriculum questions.

6. PRICE FOR TRAINING

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

7. INVOICES AND PAYMENT

Invoices for training shall be submitted by the Contractor after ordering activity completion of the training course.

Charges for training must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

8. FORMAT AND CONTENT OF TRAINING

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

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

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

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

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

(2) The length of the course;

(3) Mandatory and desirable prerequisites for student enrollment; (4) The minimum and maximum number of students per class;

(5) The locations where the course is offered; (6) Class schedules; and

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

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

f. Minimum Training Participants: the minimum number of participants required to hold a training course is

6. When less than 6 participants attend a course, the agency will be assessed the EUs associated with 6 participants attending the training.

Training - 36 Educational Unit Pack: 36 Student days of training for any training course offered in the Monster Government Solutions course catalog. Must be purchased in advance.

Training - 180 Educational Unit Pack: 180 Student days of training for any training course offered in the Monster Government Solutions course catalog. Must be purchased in advance.

Training - Open Enrollment: 1 Student day of training for any training course offered in the Monster Government Solutions course catalog.

Training Manuals – Additional: Additional student manual for any training course offered in the Monster Government Solutions course catalog.

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S) AND ELECTRONIC COMMERCE (EC) SERVICES (SPECIAL ITEM NUMBER 54151Ecom)

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 54151S Information Technology Professional Services and Special Item Number 54151Ecom Electronic Commerce Services apply exclusively to IT/EC Services within the scope of this Information Technology 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.

d. Any Contractor travel required in the performance of IT/EC 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.

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/EC Services.

9. INDEPENDENT CONTRACTOR

All IT/EC 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/EC 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:

(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

Monster Government Solutions, LLC reserves the right to make the following substitutions in the education and/or experience requirements of any of the service skill categories set forth herein.

1. One year of experience is the equivalent of one year of education.

2. One year of education is the equivalent of one year of experience.

3. Certification related to the technology is equivalent to two years of experience or education requirement.

17. DESCRIPTION OF IT/EC SERVICES AND PRICING

Please see the attached labor category descriptions and pricing.

Appendix A – Additional Terms and Conditions (These Additional Terms and Conditions apply to Monster Job Postings, Reserved Job Postings, SmartFind Resume Database (Resume Access), Advertising, and Career Site Hosting.)

Government Services Agreement for Monster Job Postings, SmartFind Resume Database Access, Advertising, and Precision Hiring

1. Agreement. This agreement, including any exhibits, schedules and attachments (collectively the “Agreement”), is between the government agency or municipality signing this agreement (“Government”) and Monster Government Solutions LLC (“Monster”). Monster and its affiliates operate internet-based interactive job posting and search service/career destination portals on (i) Monster.com and (ii) international “Monster” branded or affiliate owned sites (e.g., Monster.co.uk (collectively, the “Affiliate Sites”). This Agreement contains terms and conditions applicable to the products and services (“Services”) provided by Monster to Government and described in the quote or proposal provided to Government (“Quote”). The Quote is subject to the terms and conditions of the Agreement and is made a part of this Agreement. Government shall use all Services provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Service.

2. Term and Termination. The term (“Term”) of this Agreement will begin on the date a fully executed copy of the Agreement is received from Government (the “Effective Date”), and will end upon (i) the expiration of one year from the Effective Date, or (ii) the expiration of the latest duration set forth in the Quote. This Agreement may not be terminated by either party, except as specifically stated in this Agreement. If Government breaches any provision of this Agreement, Monster may immediately suspend all Government passwords and access codes until the breach is cured and if applicable, immediately remove any violative Advertisements, Job Postings, or Reserved Job Postings as defined below. If Government’s breach is capable of being cured, Government will have ten (10) days to cure such breach to Monster’s reasonable satisfaction in order to have passwords and access codes restored. If Government’s breach is incapable of being cured or is not cured by Government within the ten (10) day period, Monster may: (a) terminate this Agreement and/or (b) pursue all other available remedies to enforce this Agreement and obtain payment of Fees (as defined below) due. Government may terminate this Agreement if Monster materially breaches this Agreement which breach is not cured within ten (10) days of notice thereof. The Government has the right to terminate for convenience or to cancel.

3. Payment. Invoices submitted by Monster and not rejected by the Government within three (3) business days of receipt by the Government shall be deemed “proper” invoices. All amounts payable by Government for the Services (“Fees”) are due either immediately in full by credit card or within thirty (30) days after delivery of the Monster proper invoice without deduction or setoff. Proper invoices not paid within thirty (30) days shall be subject to the interest and penalty provisions of the Prompt Payment clause at FAR 52.232-25. Fees paid for Services are non-refundable except in the case of Monster’s uncured material breach, in which case Monster will refund to Government pre-paid amounts for services not rendered as of the date of such termination.

4. Services. (a) Standard Job Postings. If set forth in the Quote, Monster will permit Government to post jobs on Monster.com and, if set forth in the Quote, on the other Affiliate Sites (“Job Postings”) specifically identified in the Quote in accordance with the terms of this Agreement and each Affiliate Site’s terms of use. Each Job Posting may include only one (1) job description in one (1) location and one (1) job category. In the event that Government or any of Government’s Job Postings is the subject of a criminal investigation, such Job Postings will be immediately disabled. Except as otherwise specifically provided in the Quote, Job Postings purchased hereunder (i) have a scheduled run of 60 days, other than those on MonsterTRAK.com which have a scheduled run of 28 days for full-time positions and Monster / FastWeb.com part-time which shall have a scheduled run of 14 days, and (ii) must be posted during the Term, after which all Job Postings purchased hereunder expire. The terms and conditions of this Agreement shall apply to all Job Postings posted hereunder for the duration of their scheduled run. Any (1) re-activation of a deleted or expired job posting, (2) refreshing or renewing of any job posting, (3) change in the site (Monster, MonsterTRAK, etc.) where a job has been posted via FTP/BGW, (4) change in the reference code of a job, or (5) change in location where a job is based (including a change of City/Town), constitutes use of an additional Job Posting. Government acknowledges that job postings on the Sites also appear in search results on other websites owned or affiliated with Monster, including websites co-branded with third parties.

(b) Resume Access Package. If set forth in the Quote, the Monster.com, FastWeb.com and MonsterTRAK.com resume databases (each a “Resume Database”), are private databases for use by individual users under the direct control of Government (“Resume Users”). Each Resume Database access license (“Monster Resume Database License”) represents a single Resume User license and each license allows a single Resume User to access the Resume Database set forth in the Quote through one unique password based on the terms of the resume access package identified in the Quote (each a “Resume Access Package”). Resume Access Packages vary according to (i) the Resume Database accessed; (ii) the maximum number of resume views permitted during the period of access to the Resume Database (“Access Period”), and (iii) the geographic segment(s) of the Resume Database accessible by a Resume User. Unless otherwise set forth in the Quote, each Monster Resume Database License will include twenty thousand (20,000) Resume Views. A Resume View occurs when a resume is acted upon following a resume search. Examples of a single resume view include without limitation when a Resume User: a) opens a resume, b) opens and prints the resume, c) opens and emails the resume, d) opens and adds it to a folder or e) adds a resume to a folder without opening such resume. Multiple resume views occur when a Resume User opens and closes the same resume multiple times. If Government (including any of Government’s employees or agents) is found to share passwords to any Resume Database or private area of any Site with any non-licensed user, such sharing will be a breach of this Agreement and Monster shall have the remedies set forth in Section 2. Government agrees to notify Monster promptly after the departure of any person to whom a password was provided and Monster reserves the right to cancel such password and issue a replacement password. Monster reserves the right to periodically change issued passwords. The Resume Database License may not be used to send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of Government’s or a third party’s products or services. The Resume Database License may also not be used to source candidates or to contact job seekers or resume holders, in regards to any home-based business opportunities, fee-based business opportunities or franchise opportunities. If it is determined that additional users (other than named Resume Database license holders) are accessing the Resume Database, the Government will be billed in accordance with the terms hereof, at Monster’s then prevailing price for such Resume Database Access.

(c) Advertising. If set forth in the Quote, Monster will permit Government to post banner and button advertising on the Sites. Except as expressly provided in the Quote, positioning of advertisements is within the sole discretion of Monster. Government acknowledges that Monster has made no guarantees with respect to usage statistics or click through rates for any advertisement. Government will provide all materials for the advertisements in accordance with Monster’s policies in effect from time to time. All contents of Government advertisements are subject to Monster’s sole approval. Monster reserves the right in its sole discretion to reject or cancel any advertisement, space reservation, URL link or position commitment at any time. If Monster fails to publish an advertisement in accordance with the Quote (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in such Quote), Monster’s sole liability to Government will be limited to, at Government’s option, either a refund of the advertising portion of the fee relating thereto or placement of the advertisement at a later time in a comparable position.

(d) Monster Career Ad Network (CAN) Package. If set forth in the Quote, Monster will run an advertisement campaign (“CAN Ad Campaign”) created from a job posting specified by Government (each, a “CAN Ad”). Each such CAN Ad Campaign will have an associated scheduled run as set forth in the Quote (the “Run Period”), during which time such CAN Ad may appear on Monster Property (as defined below) or CAN Partner Property (as defined below). Each such CAN Ad will be created by an automated process to be determined by Monster in its sole discretion. Each such CAN Ad may be placed on (i) any content or property provided by Monster (“Monster Property”) and (ii) any other content or property provided by a third party (each, a “CAN Partner”) upon which Monster places ads (“CAN Partner Property”), such placement to be determined by a targeting algorithm as determined by Monster in its sole discretion. Government authorizes, approves and consents to all such placements. Monster warrants that its online advertising policy is as follows: CAN Ads will not, to Monster’s knowledge, be associated with or displayed on the same page as any questionable or illicit content, where questionable or illicit content is defined as any editorial, visual, user generated dialog and/or imagery that is: in violation of any local, state, or federal ordinance, regulations or law; pornographic; defamatory, obscene, threatening, abusive or promote any activity that is illegal, discriminatory or has the intention to cause harm. Monster or a CAN Partner may remove any CAN Ad or discontinue any CAN Ad Campaign that violates any provision of this Agreement or any Site’s or CAN Partner’s terms of use.

(e) Precision Hiring. If set forth in the Quote, Monster will (i) engage with Government to develop the recruitment plan, (ii) develop, deploy and maintain for the period set forth in the Quote a Career Landing Page on the Internet, (iii) manage the recruitment advertising campaign specified in the Quote, and (iv) conduct the sourcing and screening of candidates as described in the Quote. As used herein, “User Data” means any and all data and information concerning any person who accesses the Career Landing Page (each such person, a “User”), including without limitation all User-identifying information (e.g., name, email address, mail address, and the like information), collected during any registration process on the Career Landing Page, demographic and psychographic data and other forms of aggregated data and information concerning Users. The parties agree that all User Data is and will remain the sole property of Government, provided that Monster shall have the right to maintain a copy of the User Data solely for archival purposes as part of its normal process of backing up and archiving data on its Sites. Except in the event of gross negligence or willful misconduct arising out of or relating to the delivery of the Precision Hiring Services by Monster, Government shall indemnify Monster, its affiliates and their respective officers, directors, employees and agents, from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from Government’s use of the results of the Precision Hiring Services. Notwithstanding anything to the contrary set forth in this Agreement, in the Quote or in any written or oral statement made by Monster or any representative of Monster, Monster makes no representations or warranties with respect to the results of the Precision Hiring services (i.e., that the Precision Hiring services will result in an actual hire of a qualified individual). Government will pay Monster the referral fee set forth in the Quote for each submitted and acceptable candidate pursuant to mutually agreeable criteria, which is determined during the discovery and requirements phase of the engagement. Each candidate submitted by Monster to the Government must be approved or declined within three business days of receipt by an authorized Government representative. A non-response by Government within three business days shall be recognized as an “accepted” candidate and will be invoiced accordingly.

5. Confidentiality. Each party will keep the specific terms of this Agreement confidential and not disclose them to any third party (other than to its attorneys and accountants) without the other party’s prior written consent, except as required by law. In addition, in connection with the negotiation and performance of this Agreement, a party (the “Receiving Party”) may receive information of the other party (the “Disclosing Party”) which is confidential or proprietary in nature, including without limitation confidential or proprietary information about a party’s or its partner’s products and services

(“Confidential Information”). The Receiving Party agrees that, during the Term of this Agreement and for two (2) years…