MAS - Iris Intelligence LIMITED - GS35F113GA

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

MULTIPLE AWARD SCHEDULE (MAS)

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu-driven database system. The INTERNET address GSA Advantage! is: GSAAdvantage.gov

Pricelist current through Modification A821, dated 06/15/2020.

GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY EQUIPMENT, SOFTWARE, AND SERVICES

Contract number GS35F113GA For more information on ordering from Federal Supply Schedules click on the

FSS Schedules button at fss.gsa.gov.

Contract period. 12/21/2016 – 12/20/2021

Contract Administrator: Timothy Mobley

IRIS Intelligence Limited

EMEA Head Office 24 Barton St, Bath

BA1 1HG, United Kingdom Tel: +44 (0) 20 8798 0569

North America Head Office 47W 39TH St

New York, 10018, NY, USA Tel: 646-461-7475

Website: http://www.irisintelligence.com

GSA Schedule Contract and Price List

TABLE OF CONTENTS

CUSTOMER INFORMATION

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM 51120), CLOUD-RELATED IT PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 518210C) AND ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES (SPECIAL ITEM NUMBER 54151ECOM) FOR GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY SOFTWARE

DESCRIPTION OF SERVICES

FUNCTIONAL OVERVIEW

PRODUCTS AND SERVICES PRICELIST

SPECIAL ITEM NUMBER 511210: SOFTWARE LICENSES

SPECIAL ITEM NUMBER 518210C: CLOUD SERVICES

SPECIAL ITEM NUMBER 54151ECOM: ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES

SAMPLE BLANKET PURCHASE AGREEMENT

1. a. Table of Awarded Special Item Numbers

511210 - Software Licenses - SUBJECT TO COOPERATIVE PURCHASING 518210C - Cloud and Cloud-Related IT Professional Services - SUBJECT TO COOPERATIVE

PURCHASING

54151ECOM - Electronic Commerce and Subscription Services - SUBJECT TO

COOPERATIVE PURCHASING

OLM - Order-Level Materials (OLM)

b. Lowest Priced Model Number and Unit Price

511210 IRIS Professional v6.6 Named User License Single License – U$1200

IRIS Strategic and Enterprise Risk Management Software v6.6 Named User License Single License – U$1200 IRIS Project & Program Risk Management Software v6.6 Named User License Single License – U$1200

IRIS Cyber Security Remediation Tracker v6.6 Named User License Single License – U$1200

IRIS Legal & Regulatory Remediation Software v6.6 Named User License Single License – U$1200 IRIS Business Continuity Planning Software v6.6 Named User License Single License – U$1200

IRIS Systematic Innovation & Idea Management Software v6.6 Named User License Single License – U$1200 IRIS Custom Management Information Software v6.6 Named User License Single License – U$1200

IRIS Asset Management Software v6.6 Named User License Single License – U$1200

518210C

54151ECOM

CUSTOMER INFORMATION

Hosting services for IRIS software (1 month) – U$200

2. Maximum Order (All dollar amounts are exclusive of any discount for prompt payment.)

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

Special Item Number 511210- Software Licenses Special Item Number 518210C - Cloud and Cloud-Related IT Professional Services

Special Item Number 54151ECOM - Electronic Commerce and Subscription Services

3. Minimum Order: The minimum dollar of orders to be issued is $1000.

4. Geographic Coverage: The Geographic Scope of Contract will be domestic and overseas delivery.

FOB Destination

5. Point of Production

24 Barton St Bath, BA1 1HG United Kingdom

6. Statement of Net Price: Prices shown are NET Prices; Basic Discounts have been deducted.

7. Quantity Discounts: 3% on orders over $1,000,000

8. Prompt Payment Terms: 2% - 10 days from receipt of invoice or date of acceptance, whichever is later.

9. a. Notification: Government purchase cards are accepted at or below the micro-purchase threshold.

b. Notification: Government purchase cards are accepted above the micro-purchase threshold.

10. Foreign Items (list items by country of origin): All products are produced in the United Kingdom.

11. a. Time of Delivery:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

511210 30 Days 518210C 30 Days

54151ECOM 30 Days

OLM 30 Days

b. Expedited Delivery: Items available for expedited delivery are noted in this price list, under this heading.

c. Overnight and 2-day delivery: Overnight and 2-day Delivery are also available. Rates on request.

d. Urgent Requirements: The Contractor notes the “Urgent Requirements” clause in its contract. Please contact us for details.

12. FOB Point: Destination

13. a. Ordering Address

IRIS Intelligence

b. Ordering Procedures

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR)

8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

14. Payment Address

15. Warranty provision: Warranty provisions are noted in this price list, under the heading

“Limited warranty”. For products, see price lists for Warrantee terms.

16. Export packing charges: Not Applicable

17. Terms and conditions of Government purchase card acceptance: Government Purchase

Cards are accepted above and below the micro-purchase threshold.

18. Terms and conditions of rental, maintenance, and repair: Not Applicable

19. Terms and conditions of installation: Not Applicable

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: Not Applicable

a. Terms and conditions for any other services: See Price Tables

21. List of service and distribution points: Not Applicable

22. List of participating dealers: Not Applicable

23. Preventive maintenance: Not Applicable

24. a. Special attributes such as environmental attributes: None

b. Section 508 compliant – details on request

c. Data Universal Number System (DUNS) number: 210112695

d. Notification: Contractor is registered in the SAM database

SPECIAL NOTICE TO AGENCIES: Small Business Participation SBA strongly supports the participation of small business concerns in the Federal Acquisition Service. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micro-purchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage!ä on-line shopping service (www.gsaadvantage.gov).

The catalogs/pricelists, GSA Advantage!ä and the Federal Acquisition Service Home Page (www.gsa.gov/fas) contain information on a broad array of products and services offered by small business concerns.

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

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

1. GEOGRAPHIC SCOPE OF CONTRACT:

Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. Territories.

Offerors are requested to check one of the following boxes:

[x] The Geographic Scope of Contract will be domestic and overseas delivery.

[ ] The Geographic Scope of Contract will be overseas delivery only.

[ ] The Geographic Scope of Contract will be domestic delivery only.

2. CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION:

24 Barton St Bath, BA1 1HG United Kingdom

Contractor must accept the credit card for payments equal to or less than the micro-purchase for oral or written orders under this contract. In line with its general practices, the Contractor may charge 5% administration fee for the use of credit card payments. The Contractor and the ordering agency may agree to use the credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit Card). In addition, bank account information for wire transfer payments will be shown on the invoice.

The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance:

EMEA Head Office: Tel: +44 (0) 20 8798 0569

3. LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE

COMPLETION OF STANDARD FORM 279:

Block 9: G. Order/Modification Under Federal Schedule Contract Block 16: Data Universal Numbering System (DUNS) Number: 210112695 Block 30: Type of Contractor:

Block 31: Woman-Owned Small Business - No Block 37: Contractor's Taxpayer Identification Number (EIN): 52-073437 Block 40: Veteran Owned Small Business (VOSB): n/a 4a. CAGE Code: U02H0 4b. Contractor has registered with the Central Contractor Registration Database.

5. FOB DESTINATION

6. 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 30 Days

518210C 30 Days 54151ECOM 30 Days

OLM 30 Days

Expedited Delivery Terms

- 15 working days – 2% surcharge

- 10 working days – 5% surcharge ($2500 min excess)

- 5 working days – 10% surcharge ($5000 min excess)

b. 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 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.

7. DISCOUNTS: Prices shown are NET Prices; Basic Discounts have been deducted.

a. Prompt Payment: 2% - 10 days from receipt of invoice or date of acceptance, whichever is later.

b. Dollar Volume: 3% on orders over $1,000,000

8. TRADE AGREEMENTS ACT OF 1979, as amended:

All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

10. Small Requirements: The minimum dollar of orders to be issued is $1000.

11. MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.)

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

Special Item Number 511210- Software Licenses Special Item Number 518210C - Cloud and Cloud-Related IT Professional Services

Special Item Number 54151ECOM - Electronic Commerce and Subscription Services

12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE

CONTRACTS

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR)

8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION

STANDARDS REQUIREMENTS: ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference:

NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS

PUBS): Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS):

Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

14. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003)

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4)

16. GSA ADVANTAGE!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage!

will allow the user to perform various searches across all contracts including, but not limited to:

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser. The Internet address is http://www.gsaadvantage.gov

17. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

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.

19. OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

On-site training and installation

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20. BLANKET PURCHASE AGREEMENTS (BPAs) The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

21. CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial

Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act.

The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 511210, 518210C, or 54151ECOM.

23. SECTION 508 COMPLIANCE.

I certify that in accordance with 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C.

794d), FAR 39.2, and the Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility Standards (36 CFR 1194) General Services Administration (GSA), that all IT hardware/software/services are 508 compliant:

Yes __x__ No ____

The offeror is required to submit with its offer a designated area on its website that outlines the Voluntary Product Accessibility Template (VPAT) or equivalent qualification, which ultimately becomes the Government Product Accessibility Template (GPAT). Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL): www.irisintelligence.com The EIT standard can be found at: www.Section508.gov/.

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order –

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and

(b) The following statement:

This order is placed under written authorization from _______ dated _______. In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR

52.228-5)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

26. SOFTWARE INTEROPERABILITY.

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

27. ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C.

3324)

SOFTWARE LICENSE AGREEMENT FOR IRIS INTELLIGENCE RISK

MANAGEMENT SOFTWARE

This software license agreement (“SLA”) is a legal agreement between you (the Ordering Activity, being an "entity authorized to order under GSA Schedule contracts as defined in GSA Order ADM4800.2G, as may be revised from time to time.”) and IRIS Intelligence Ltd. for the IRIS product (“SOFTWARE PRODUCT”) accompanying this SLA, which includes computer software and any associated media, printed materials, and “online” or electronic documentation.

Executing this SLA in writing, you acknowledge that you have read this SLA, understood it, and agree to be bound by all the terms and conditions contained within this SLA.

If you do not agree to the terms of this SLA, do not execute this SLA; you may, however, return it to IRIS Intelligence Ltd., or its supplier for a full refund.

When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be made as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, licensor shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer. Upon any termination of this SLA, you shall immediately discontinue use of the Software Product and shall immediately delete the Software Product from your server and computers and either return it to IRIS Intelligence Ltd. or destroy all related documentation. Your obligation to pay accrued charges and fees shall survive any termination of this SLA.

Grant of License The Software Product is licensed, not sold. The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You as the licensee acknowledge that this is a limited nonexclusive license and that IRIS Intelligence Ltd. is and remains the owner of all titles, rights, and interests in the Software Product.

Purchase of a license entitles you to install and use the Software Product on a single computer, subject to the terms and restrictions set forth in this SLA. You may not use the software on more than one computer at the same time.

Purchase of a multi-user license allows use by multiple users on multiple machines, up to the limit determined by the type of license purchased. All users under a multi-user license must be students or employees of the organization purchasing the multi-user license. The individual or organization purchasing the multi-user license will be regarded as the licensee and is responsible for ensuring compliance with all Copyrights, Restrictions and Warranties contained in this License Agreement on behalf of all users of the Software Product.

Restrictions

a) You MAY NOT copy and distribute the Software Product.

b) You MUST ensure that all users of the Software Product adhere to this SLA.

c) You MAY NOT disassemble, reverse engineer, reverse compile, or modify the

Software Product or any portion of it.

d) You MAY NOT sublicense, rent or lease the Software Product or any portion of it.

e) You MAY NOT reveal the Product ID Code to any other person(s) or entity(ies)

Copyright.

All title and copyrights in and relating to the Software Product are owned by IRIS Intelligence Ltd. or its suppliers. The Software Product is protected by copyright laws and international copyright treaty provisions. The Software Product remains the intellectual property of and is owned by IRIS Intelligence Ltd. This SLA does not grant you any intellectual property rights in the Software Product.

You agree to use your best efforts and take all reasonable steps to safeguard the licensed materials to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, in any form shall be made. You acknowledge that the Licensed Materials contain valuable, confidential information and trade secrets and that unauthorized use and/or copying is harmful to IRIS Intelligence Ltd.

Limited warranty IRIS Intelligence Ltd. warrants that the Software Product will perform substantially in accordance with the demonstration copy and any accompanying documentation for a period of ninety (90) days from the date of receipt by you of the Software Product. The date of receipt by you shall be deemed to be two (2) days after the date when IRIS Intelligence Ltd.

has dispatched the Software Product to you.

Subject to this Limited Warranty, IRIS Intelligence Ltd. makes no warranty or representation with respect to the Software Product and it is licensed “As Is”. The Warranty and Remedy provided above are exclusive and in lieu of all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Because IRIS Intelligence Ltd. cannot know the purposes for which you acquired the Licensed Materials or the uses to which you will put the Software Product, you assume full responsibility for the selection of the Software Product and for the results of that use. It is your responsibility to maintain periodic backup copies of all data and programs used in conjunction with the Software Product to prevent catastrophic loss.

No oral or written information or advice given by IRIS Intelligence Ltd., its employees, distributors, or agents shall create a new warranty or increase the scope of this warranty.

Customer Remedies IRIS Intelligence Ltd. and its suppliers' entire liability and your exclusive remedy shall be, at IRIS Intelligence Ltd.'s option, either (a) return of the price paid, provided you return the Software Product and the accompanying items to your supplier with a copy of your receipt or (b) repair or replacement of the software products or defective medium provided the allegedly defective Software Product is returned to IRIS Intelligence Ltd. with a copy of your receipt for any monies paid to IRIS Intelligence Ltd. in respect thereof. This Limited Warranty is void if failure of the Software Product has resulted from actions by you including accidental damage, abuse, or misapplication. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

No other warranties To the maximum extent permitted by applicable law, IRIS Intelligence Ltd. and its suppliers disclaim all other representations, warranties, conditions or other terms, either express or implied, including, but not limited to implied warranties and/or conditions of merchantability and fitness for a particular purpose, with regard to the Software Product, and the provision of or failure to provide technical support services.

Limitation of liability

To the maximum extent permitted by applicable law, in no event will IRIS Intelligence Ltd., or its suppliers, be liable in any respect whatsoever to you or any other party for any special, incidental, indirect, or consequential damages whatsoever. This includes damages for loss of business profits, business interruption, loss of information, or any other monetary loss, arising out of the use of or inability to use the Software Product or the provision of or failure to provide technical support services, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of IRIS Intelligence Ltd., or its suppliers, have been advised of the possibility of such damages.

In the event of any loss being suffered in connection with the use of the Software and/or related documentation the entire liability of IRIS Intelligence Ltd. under this Agreement (or otherwise) shall be limited to the amount actually paid to IRIS Intelligence Ltd. for the Software Product license.

Governing Law This SLA shall be construed in accordance with and governed by the Federal laws of the United States.

Entire Agreement This SLA, together with the underlying GSA Schedule Contract, Schedule Pricelist and Purchase Order(s), constitutes the entire agreement between the parties with respect to the use of the Software Product and supersedes all other or prior contemporaneous understandings or agreements, written or oral regarding such subject matters.

IRIS Intelligence offers affordable solutions for teams of all sizes and a highly configurable system to match your needs.

Functional Overview

IRIS provides a solution to enhance the delivery of public service operations through helping to reduce costs, remove uncertainty and increase the ability of teams to deliver the required or expected business case benefits on time. The service consists of dashboards to provide management with accurate, timely information upon which to make decisions, email reminders to staff to ensure risk reviews and mitigating actions are completed on time, ways of working plus operational tools for daily operations, portfolio, programme and project governance, management, monitoring and reporting.

What it does and why it is valuable:

i. Reduces the risk of project failure by embedding best practice risk management principles across a team. IRIS supports ISO31000, the PMBoK by the Project Management Institute, the Risk Guidance set out by NASA and the Department of Defense, together with a number of other International Standards. The system is highly flexible and can adapt to specific processes developed by your team – IRIS seeks to support your desired process, not require you to follow a new one

ii. Helps create a risk aware culture. With more people exposed to the risk management process, this helps to create an environment that allows teams to identify more risks in advance, enabling them to reduce the probability of adverse events occurring and reducing the negative impact of such events should they occur

iii. Ensures consistency of risk assessments – all members of a team will have the same definition of a “High” Impact risk (although IRIS includes flexibility for different definitions of “High” between different work streams on the same project or programme, for example)

iv. IRIS helps ensure that users can develop and focus on the most cost-effective mitigating strategies, enabling management to prioritise those activities that generate the greatest return on investment

v. Teams can share data in a single database, overcoming the shortcomings of attempting to manage risk using Excel where there is a lack of version

DESCRIPTION OF SERVICES

control. IRIS includes a fully secure audit trail to allow teams to demonstrate their focus on risk management should any problems arise

vi. Management receive reports in formats that are configured to their specific needs. Instant export to configured PowerPoint templates ensures valuable time is spent on managing risks not making reports. This also leads to improved decision making in the organisation

vii. The IRIS system will grow alongside you as your needs evolve and develop

– the implementation of custom data fields ensures you do not require costly upgrades or re-training if you have to manage more data

viii. IRIS is fully integrated with a variety of applications – there is an import from and export to Excel and other applications via XML. With IRIS you can share data across teams using SharePoint, email or simply by pasting a link to each unique page where required

ix. Elegant role based filtering, however, enables access to sensitive items to be restricted, or for the risks impacting one team to be invisible from another team. A variety of user roles are available to match the various stakeholders in the organization

x. Systematically captures knowledge and experience, building organizational memory so that expertise is not lost on retirement or redeployment. Increases the likelihood that future portfolios and programs will succeed by learning from experience and correcting. Records knowledge for continuous learning and improvement of program, portfolio and policy.

System Requirements

• IRIS Software can be run on a shared server or dedicated server:

• Recommended OS – Windows Server all versions from 2008R2 through to

• Recommended DB – SQL Server all versions from 2008R2 through to 2019

(Any edition except Compact)

• Allow for database growth of 2GB per year per 10,000 active risk items [1]

• CPU – IIS and SQL Server will make full usage of multiple cores so a high core count is preferred over raw clock speed.

• Can be run virtualized if the Host Machine has sufficient resources to support the load

• .Net Framework v4.5, 4.6, 4.7 and 4.8

• For installations of 500 users and above we recommend a minimum of two physical servers with the web server and database server separated.

• For smaller scale installations, one physical server or virtual server is acceptable.

For hosted solutions, users simply connect via any major browser (IE, Firefox, Chrome, Safari, Edge etc.) No additional plug-ins or client machine software is required.

Architecture

• Web Browser -> IIS -> ASP (MVC)-> Entity Framework -> Database

• ASP.Net on windows server with MVC and Entity Framework for Data access

• Recommended Database server – Microsoft SQL Server, but any full featured

SQL Database can be used e.g. Oracle

Special Item Number 511210: Software Licenses

MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION

GSA OFFER

PRICE

(exclusive of the .75%

IFF)

WARRANTY

IPS-066-NSER IRIS Server License IRIS Professional v6.6 Server License (required to install user licenses)

10000 90 days

IPNU-066-1 IRIS Professional v6.6 Named User License Single License

IRIS Professional v6.6 Named User License - Single License Pack

1200 90 days

IPNU-066-5 IRIS Professional v6.6 Named User - 5 pack

IRIS Professional v6.6 Named User License - Five License Pack

6000 90 days

IPNU-066-10 IRIS Professional v6.6.6 Named User -10 pack

IRIS Professional v6.6.6 Named User License - Ten License Pack

10000 90 days

IPNU-066-50 IRIS Professional v6.6.6 Named User License - 50 pack

IRIS Professional v6.6.6 Named User License - 50 License Pack

37500 90 days

IPNU-066-100 IRIS Professional v6.6 Named User License - 100 pack

IRIS Professional v6.6 Named User License - 100 License Pack

65000 90 days

IPS-006-CSER IRIS Server License IRIS Professional v6.6 Server License (required to install user licenses)

10000 90 days

IPCU-066-20 IRIS Professional v6.6 Concurrent License Single License - 20 users

IRIS Professional v6.6 Concurrent License - One connection shared by 20 users

10000 90 days

IPSP-066-05 IRIS Professional v6.6 Starter Pack 5

IRIS Professional v6.6 Starter Pack with 5 named users (incldues server license)

15000 90 days

IPSP-066-20 IRIS Professional v6.6 Starter Pack 20

IRIS Professional v6.6 Starter Pack with 20 named users (incldues server license)

25000 90 days

IPAM IRIS Professional Annual Maintenance

Annual Maintenance for the IRIS Professional Software Packages

20% 90 days

PRODUCTS AND SERVICES PRICELIST

ERMS-066-

NSER

IRIS Strategic and Enterprise Risk Management Software Server License

IRIS Strategic and Enterprise Risk Management Software v6.6 Server License (required to install user licenses)

10000 90 days

ERMNU-066-1 IRIS Strategic and Enterprise Risk Management Software v6.6 Named User License Single License

IRIS Strategic and Enterprise Risk Management Software v6.6 Named User License

- Single License Pack

1200 90 days

ERMNU-066-5 IRIS Strategic and Enterprise Risk Management Software v6.6 Named User - 5 pack

IRIS Strategic and Enterprise Risk Management Software v6.6 Named User License

- Five License Pack

6000 90 days

ERMNU-066-

IRIS Strategic and Enterprise Risk Management Software v6.6 Named User -10 pack

IRIS Strategic and Enterprise Risk Management Software v6.6 Named User License

- Ten License Pack

10000 90 days

ERMNU-066-

IRIS Strategic and Enterprise Risk Management Software v6.6 Named User License - 50 pack

IRIS Strategic and Enterprise Risk Management Software v6.6 Named User License

- 50 License Pack

37500 90 days

ERMNU-066-

IRIS Strategic and Enterprise Risk Management Software v6.6 Named User License - 100 pack

IRIS Strategic and Enterprise Risk Management Software v6.6 Named User License

- 100 License Pack

65000 90 days

ERMNUS-006-

CSER

IRIS ERM Server License IRIS Strategic and Enterprise Risk Management Software v6.6 Server License (required to install user licenses)

10000 90 days

ERMCU-066-

IRIS Strategic and Enterprise Risk Management Software v6.6 Concurrent License Single License - 20 users

IRIS Strategic and Enterprise Risk Management Software v6.6 Concurrent License - One connection shared by 20 users

10000 90 days

ERMSP-066-05 IRIS Strategic and Enterprise Risk Management Software v6.6 Starter Pack 5

IRIS Strategic and Enterprise Risk Management Software v6.6 Starter Pack with 5 named users (includes server license)

15000 90 days

ERMSP-066-20 IRIS Strategic and Enterprise Risk Management Software v6.6 Starter Pack 20

IRIS Strategic and Enterprise Risk Management Software v6.6 Starter Pack with 20 named users (includes server license)

25000 90 days

ERMAM IRIS Strategic and Enterprise Risk Management Software Annual Maintenance

Annual Maintenance for the IRIS Strategic and Enterprise Risk Management Software Packages

20% 90 days

PPMS-066-

NSER

IRIS Project & Program Risk Management Software Server License

IRIS Project & Program Risk Management Software v6.6 Server License (required to install user licenses)

10000 90 days

PPMNU-066-1 IRIS Project & Program Risk Management Software v6.6 Named User License Single License

IRIS Project & Program Risk Management Software v6.6 Named User License - Single License Pack

1200 90 days

PPMNU-066-5 IRIS Project & Program Risk Management Software v6.6 Named User - 5 pack

IRIS Project & Program Risk Management Software v6.6 Named User License - Five License Pack

6000 90 days

PPMNU-066-

IRIS Project & Program Risk Management Software v6.6 Named User -10 pack

IRIS Project & Program Risk Management Software v6.6 Named User License - Ten License Pack

10000 90 days

PPMNU-066-

IRIS Project & Program Risk Management Software v6.6 Named User License - 50 pack

IRIS Project & Program Risk Management Software v6.6 Named User License - 50 License Pack

37500 90 days

PPMNU-066-

IRIS Project & Program Risk Management Software v6.6 Named User License - 100 pack

IRIS Project & Program Risk Management Software v6.6 Named User License - 100 License Pack

65000 90 days

PPMS-006-

CSER

IRIS Server License IRIS Project & Program Risk Management Software v6.6 Server License (required to install user licenses)

10000 90 days

PPMCU-066-

IRIS Project & Program Risk Management Software v6.6 Concurrent License Single License - 20 users

IRIS Project & Program Risk Management Software v6.6 Concurrent License - One connection shared by 20 users

10000 90 days

PPMSP-066-05 IRIS Project & Program Risk Management Software v6.6 Starter Pack 5

IRIS Project & Program Risk Management Software v6.6 Starter Pack with 5 named users (includes server license)

15000 90 days

PPMSP-066-20 IRIS Project & Program Risk Management Software v6.6 Starter Pack 20

IRIS Project & Program Risk Management Software v6.6 Starter Pack with 20 named users (includes server license)

25000 90 days

PPMAM IRIS Project & Program Risk Management Software Annual Maintenance

Annual Maintenance for the IRIS Project & Program Risk Management Software Packages

20% 90 days

CSRTS-066-

NSER

IRIS Cyber Security Remediation Tracker Server License

IRIS Cyber Security Remediation Tracker v6.6 Server License (required to install user licenses)

10000 90 days

CSRTNU-066-

IRIS Cyber Security Remediation Tracker v6.6 Named User License Single License

IRIS Cyber Security Remediation Tracker v6.6 Named User License - Single License Pack

1200 90 days

CSRTNU-066-

IRIS Cyber Security Remediation Tracker v6.6 Named User - 5 pack

IRIS Cyber Security Remediation Tracker v6.6 Named User License - Five License Pack

6000 90 days

CSRTNU-066-

IRIS Cyber Security Remediation Tracker v6.6 Named User -10 pack

IRIS Cyber Security Remediation Tracker v6.6 Named User License - Ten License Pack

10000 90 days

CSRTNU-066-

IRIS Cyber Security Remediation Tracker v6.6 Named User License - 50 pack

IRIS Cyber Security Remediation Tracker v6.6 Named User License - 50 License Pack

37500 90 days

CSRTNU-066-

IRIS Cyber Security Remediation Tracker v6.6 Named User License - 100 pack

IRIS Cyber Security Remediation Tracker v6.6 Named User License - 100 License Pack

65000 90 days

CSRTS-006-

CSER

IRIS Server License IRIS Cyber Security Remediation Tracker v6.6 Server License (required to install user licenses)

10000 90 days

CSRTCU-066-

IRIS Cyber Security Remediation Tracker v6.6 Concurrent License Single License - 20 users

IRIS Cyber Security Remediation Tracker v6.6 Concurrent License - One connection shared by 20 users

10000 90 days

CSRTSP-066-

IRIS Cyber Security Remediation Tracker v6.6 Starter Pack 5

IRIS Cyber Security Remediation Tracker v6.6 Starter Pack with 5 named users (includes server license)

15000 90 days

CSRTSP-066-

IRIS Cyber Security Remediation Tracker v6.6 Starter Pack 20

IRIS Cyber Security Remediation Tracker v6.6 Starter Pack with 20 named users (includes server license)

25000 90 days

CSRTAM IRIS Cyber Security Remediation Tracker Annual Maintenance

Annual Maintenance for the IRIS Cyber Security Remediation Tracker Packages

20% 90 days

LLRS-066-

NSER

IRIS Legal & Regulatory Remediation Software Server License

IRIS Legal & Regulatory…