MAS - Oceus Networks, LLC - GS35F191CA

GENERAL SERVICES ADMINISTRATION

Federal Acquisition Service

Authorized Federal Supply Schedule FSS Price List

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.

Multiple Award Schedule (MAS)

FSC Group: Information Technology

Oceus Networks, LLC

13655 Dulles Technology Drive, Suite 200

Herndon, VA 20171-4635

Phone: (703) 234-9200

Fax: (703) 234-9201

Internet Address: http://www.oceusnetworks.com

Contract number: GS-35F-191CA

Contract period: February 18, 2020 through February 17, 2030

Pricelist current through Modification PO-0043, effective February 6, 2025

Business Size: Other than small business

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

http://www.oceusnetworks.com/ https://www.gsa.gov/schedules

Oceus Networks, LLC Telephone: (703) 234-9200

Contract # GS-35F-191CA Page 2

CUSTOMER INFORMATION

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

SINs Recovery Cooperative SIN Title

33411 33411RC 33411STLOC Purchasing of New Electronic

Equipment

511210 511210RC 511210STLOC Software Licenses

517312 517312RC 517312STLOC Wireless Mobility Solutions

811212 811212RC 811212STLOC Maintenance of Equipment, Repair

Services and/or Repair/Spare Parts

OLM OLMRC OLMSTLOC Order-Level Materials (OLM’s)

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

List

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.: See Page 14

2. Maximum order: $500,000

3. Minimum order : $100

4. Geographic coverage (delivery area): 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories

5. Point of production: United States

6. Discount from list prices or statement of net price: Prices listed are net, discounts have been deducted and the industrial funding fee has been added

7. Quantity discount: None

8. Prompt payment terms: None, Net 30. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign items: None

10a. Time of delivery: 30 days ARO and as negotiated for services

Contract # GS-35F-191CA Page 3

10b. Expedited Delivery. Items available for expedited delivery are noted in this price list.: Contact

Contractor

10c. Overnight and 2-day delivery: Contact Contractor

10d. Urgent Requirements: Contact Contractor

11. F.O.B. point: Destination

12a. Ordering address: Same as Contractor

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

13. Payment address: Same as Contractor

14. Warranty provision: Standard Commercial Warranty

15. Export packing charges: Not Applicable

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

17. Terms and conditions of installation: Not Applicable

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: Not Applicable

18b. Terms and conditions for any other services: Not Applicable

19. List of service and distribution points: Not Applicable

20. List of participating dealers: Not Applicable

21. Preventive maintenance: Not Applicable

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants: Not Applicable

22b. If applicable, indicate that Section 508 compliance information is available for the information and communications technology (ICT) products and services and show where full details can be found

(e.g. contractor’s website or other location.) ICT accessibility standards can be found at:

https://www.Section508.gov/ : Not Applicable

23. Unique Entity Identifier (UEI) number: HFMTMDNAGP95

24. Notification regarding registration in System for Award Management (SAM) database. Contractor registered and active in SAM https://www.section508.gov/

Contract # GS-35F-191CA Page 4

TERMS AND CONDITIONS APPLICABLE TO HARDWARE MAINTENANCE (SPECIAL

ITEM NUMBER 811212)

1. SERVICE AREAS

a. The maintenance and repair service rates listed herein are applicable to any ordering activity location within a CONUS mile radius of the Contractor’s service points. If any additional charge is to apply because of the greater distance from the Contractor’s service locations, the mileage rate or other distance factor shall be negotiated at the Task Order level.

b. When repair services cannot be performed at the ordering activity installation site, the repair services will be performed at the Contractor's plant.

2. LOSS OR DAMAGE

When the Contractor moves equipment to its/OEM location for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation, until the equipment is returned to such installation.

3. SCOPE

a. The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of the Information

Technology Category.

b. Equipment placed under maintenance service shall be in good operating condition.

i. In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity.

ii. Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor/OEM guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order.

iii. If the equipment was not under the Contractor/OEMresponsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of the contract.

4. RESPONSIBILITIES

a. For equipment not covered by a maintenance contract or warranty, repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas, this repair service should normally be done within 4 hours after notification.

b. If the Ordering Activity task or delivery order specifies a factory authorized/certified service personnel then the Contractor is obligated to provide such a factory authorized/certified service personnel for the equipment to be repaired or serviced, unless otherwise agreed to in advance between the Ordering Activity and the Contractor.

Contract # GS-35F-191CA Page 5

5. MAINTENANCE RATE PROVISIONS

a. The Contractor shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessary to keep the equipment in good operating condition, provided that the required repairs are not occasioned by fault or negligence of the ordering activity.

ii. Regular Hours: The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during a mutually agreed upon nine (9) hour principal period of maintenance, Monday through Friday, exclusive of holidays observed at the ordering activity location.

iii. After Hours: Should the ordering activity require that maintenance be performed outside of regular hours, charges for such maintenance, if any, will be specified in the GSA Price List (I-FSS-600 CONTRACT PRICE LISTS (OCT 2016). Periods of less than one hour will be prorated to the nearest quarter hour.

iv. Travel and Transportation: If any charge is to apply, over and above the regular maintenance rates, due to the distance between the ordering activity location and the Contractor/OEM’s service area, the charge will be negotiated at the Task

Order level. Any additional charge for travel and transportation will be in accordance with the FTR or JTR as applicable.

Contract # GS-35F-191CA Page 6

OCEUS NETWORKS, LLC. TERMS AND CONDITIONS OF SALE

1. Orders and Acceptance.

2. Quotations and Published Prices. All written quotations shall automatically expire on the expiration date listed on the quotation, but in no event later than ninety (90) days after issuance, and are subject to withdrawal by notice within that period. Oceus Networks, at its sole option, may extend the effective date of written quotations up to six months. Oceus Networks’ prices do not include installation or final on-site adjustment.

3. Payment. Payment in full is due net thirty (30) days from the date of Oceus Networks’ invoice unless otherwise expressly stated on the invoice.

4. Taxes. Oceus Networks’ prices do not include federal, state or local taxes, including sales, use, property, import/export, value added, excise or similar taxes. Oceus Networks shall bill as a separate line item all such taxes and P u r c h a s e r agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with

FAR 52.229-1 and FAR 52.229-3.

5. Cancellation. Purchaser’s cancellation of any order is subject to Oceus Networks’ receipt of Purchaser’s prior written notice not less than thirty (30) days before: (a) any product is shipped, or (b) the date services are to commence.

6. Changes and Substitutions. Oceus Networks reserves the right to substitute equivalent product, where such substituted product does not materially affect form, fit or function. Changes requested by Purchaser to product orders are subject to Oceus Networks’ approval and written acceptance. .

7. Shipping. Products shall be shipped F.O.B. Origin. Title to, and risk of loss or damage to, the products shall pass to Purchaser upon Oceus Networks’ delivery of the products to a carrier. Unless otherwise set forth on Oceus Networks’ quote, prices do not include shipping charges. Unless any order is marked “Ship

Complete,” Oceus Networks may make partial shipments in its discretion. Oceus Networks reserves the right to use its own discretion in the manner and routing of shipments. Specified shipping dates shall be estimates only and are subject to change by Oceus Networks without notice or liability.

8. Claims. By signing for a receipt of a shipment and /or completion of installation supervision, Purchaser acknowledges that it has received the products ordered in full and in acceptable and working condition. Any claims for defective, damaged, or missing products must be reported in writing by the Purchaser within (30) days from the said receipt and/or completion date; otherwise, such claims will deemed waived by the Purchaser.

For any claims validly and timely made, Oceus Networks shall either repair or replace the defective, damaged or missing products. In the event that identical or reasonably similar products are unavailable Oceus Networks shall reimburse Purchaser to the extent such products were already paid for by Purchaser. Such repair, replacement or refund shall be Purchaser’s sole and exclusive remedy for defective, damaged or missing products.

9. Warranty. (a) Oceus Networks warrants that each product provided by Oceus Networks to Purchaser hereunder will, during the applicable warranty period, perform in substantial accordance with the applicable specifications. Oceus Networks warrants that the Services shall be performed in conformance with generally accepted industry standards. The warranty period is: (i) twelve (12) months for the hardware components of

Contract # GS-35F-191CA Page 7 the product, commencing upon delivery of the product; (ii) three (3) months for Software commencing upon delivery of the Software, or (iii) three (3) months for Services, commencing upon the date the Service is performed. If notified by Purchaser of the failure of the product or Service to perform in substantial accordance with the warranties set forth above within the applicable warranty period, Oceus

Networks shall, at its election and expense, repair or replace any such defective Product or reperform any defective Service. Such repair, replacement or reperformance shall be Purchaser's sole and exclusive remedy and Oceus Networks' sole and exclusive obligation in the event this warranty is breached.

(b) Consumable parts, such as, but not limited to, lamps, fuses, batteries etc., shall be excluded from the warranty set forth above. Any repaired or replaced product shall be warranted for the remainder of the original warranty period.

(c) The warranty for the hardware components of the products shall apply only if (i) the product is used and maintained under normal conditions and in accordance with the documents, information and advice furnished by

Oceus Networks; (ii) such failure was not caused by inter-working equipment not supplied under this

Agreement; (iii) the product has not been altered, modified or repaired other than by Oceus Networks, or its subcontractors or with Oceus Networks’ written instructions; or (iv) the product has been maintained by a properly trained technician.

(d) The warranty for the Software components of the products shall apply only if (i) the Software has been used under normal conditions and in accordance with the documents, information and advice furnished by

Oceus Networks; (ii) Purchaser has promptly given Oceus Networks written information of any alleged defect, the Software version and the date of delivery before the expiration of the warranty period set forth above; (iii) Purchaser has given Oceus Networks the opportunity to inspect and remedy such defect; and (iv) the defect is not caused by any interworking equipment/ software not delivered by Oceus Networks or by any alteration or modification to the Software in a manner not specified by Oceus Networks.

(f) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THERE ARE NO, AND OCEUS

NETWORKS HEREBY DISCLAIMS ALL, OTHER WARRANTIES, WHETHER IMPLIED, EXPRESS OR

STATUTORY, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED TO PURCHASER

HEREUNDER, INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR USE.

10. Reinstatement and Recertification. Oceus Networks will accept orders for the reinstatement of technical support following a lapse in coverage only when it has determined that the products are maintainable and have been brought current in their maintenance status. Under this contract Federal Ordering Agencies shall not be subject to Recertification or Reinstatement Fees

11. Limitation of Liability. Oceus Networks shall not be liable for any loss, claim, expense or damage caused by, contributed to or arising out of the acts or omissions of Purchaser or third parties, whether negligent or otherwise. This shall include, but not be limited to, liabilities arising as a result of Oceus Networks’ inability to obtain any necessary government licenses despite reasonable effort. In no event shall Oceus

Networks’ liability for any cause of action whatsoever exceed the cost of the product giving rise to the claim, whether based in contract, warranty, indemnity or tort (including negligence and strict liability) or otherwise. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER SUCH INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES), WHETHER ARISING OUT OF OR AS A

Contract # GS-35F-191CA Page 8

RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT

LIABILITY OR OTHERWISE. The foregoing exclusion/limitation of liability shall not apply to (1) personal injury or death resulting from Oceus Network’s negligence; (2) for fraud; (3) for any other matter for which liability cannot be excluded by law or (4) express remedies provided under any FAR, GSAR or Schedule 70 solicitation clauses incorporated into the GSA Schedule 70 contract.

12. Special Terms and License. Purchaser agrees and warrants that it shall (i) obtain all the necessary authorizations to permit the operation, testing, and evaluation of the product, including, but not limited to, FCC authorizations; not knowingly export, re-export, import or re-import or transfer products acquired from

Oceus Networks without first obtaining all required authorizations or licenses; (ii) comply with the provisions of all applicable federal, state, county and local laws, ordinances, regulations and codes in the resale of the products acquired from Oceus Networks; and (iv) obtain the signature of the end user on the End User

License Agreement

13. Infringement Indemnification. Oceus Networks shall, at its own expense, (i) defend Purchaser in any claim or legal action in the United States, alleging that the use of any Product provided by Oceus Networks to

Purchaser hereunder or any portion thereof, excluding any software components that are licensed under a license approved by the Open Source Initiative or similar open source or freeware license and are embedded in the delivered software, directly infringes any U.S. trademark, copyright, or U.S. patent applicable to the proper use of such Product in accordance with its Documentation (“Infringement”); and (ii) pay any settlement reached or final award, including reasonable attorney’s fees, for infringement, excluding any damages or awards arising out of or based on the amount of use that Purchaser makes of the Product or the revenue Purchaser receives from using the Product. As a condition of such defense or payment, Purchaser is required to (i) give Oceus

Networks prompt written notice of any Infringement; (ii) provide Oceus Networks with the control of the defense and/or settlement of the Infringement to the extent permitted by 28 U.S.C. 516; (iii) cooperate fully with

Oceus Networks in such defense or settlement. Purchaser may, at its own expense, participate fully in the defense of any such Infringement. In the event that Oceus Networks becomes aware of a potential Infringement, Oceus Networks shall, at its option and at its own expense, either (1) procure for the Purchaser the right to continue using such product, or (2) replace or modify the same with non-infringing products, or (3) if the remedies in (1) and (2) above are not commercially feasible, refund the depreciated value (as carried on

Purchaser’s books) of the affected product to Purchaser upon return to Oceus Networks of such products.

Notwithstanding the foregoing, Oceus Networks shall not be liable for any damages or costs arising from an alleged infringement resulting from the use of product provided by Oceus Networks pursuant to custom specifications requested by Purchaser or any third party. THE REMEDIES SET FORTH IN THIS SECTION

SHALL CONSTITUTE PURCHASER’S SOLE AND EXCLUSIVE REMEDY AND OCEUS NETWORKS’

SOLE LIABILITY IN CONNECTION WITH ALLEGED INFRINGEMENT OF ANY THIRD PARTY

INTELLECTUAL PROPERTY RIGHTS.

14. Force Majeure. Other than Purchaser’s obligation to pay amounts due hereunder, neither party shall be liable for any delay or failure to perform to the extent caused by (including but not limited to) fire; flood;

explosion; war, riot; embargo; labor disputes; compliance with any laws, regulations, orders, acts or requirements from the government, civil or military authorities; acts of God or the public enemy, or any act or event of any nature reasonably beyond such party’s control.

15. Eligible Products. To be eligible for support, products must have been purchased within the last 180 days, must be at current specified revision levels, and in Oceus Networks’ reasonable opinion, in good operating condition. Oceus Networks may elect, in its sole discretion, to offer support for products not meeting the

Contract # GS-35F-191CA Page 9 aforementioned conditions.

16. Discontinued Products. Oceus Networks, in its sole discretion, shall have the right to discontinue the manufacture and/or sale of products at any time without prior written notice. Except for purchase orders accepted by Oceus Networks prior to the date of such discontinuance, Oceus Networks shall be under no obligation thereafter to supply such discontinued product to Purchaser. Specific details regarding the discontinuance date and end of engineering support dates for the discontinued products may be made available at

Oceus Networks’ website. End of engineering support dates shall apply to all existing and future support services offered by Oceus Networks.

17. Product Return. Oceus Networks may, in its sole discretion, limit the number of products that Purchaser may return pursuant to a Return Material Authorization (“RMA”) number. Further, without limiting the foregoing, Oceus Networks may, in its sole discretion, require Purchaser to return products over a set period of time, such time to be established by Oceus Networks. In the event Purchaser returns products in excess of the limit set by Oceus Networks or returns products in less time thanOceus Networks has permitted, then Oceus

Networks may reduce the level of hardware replacement support previously purchased by the Purchaser.

18. Compliance with Laws. Purchaser agrees and warrants that it will comply with the provisions of all applicable federal, state, county and local laws, ordinances, regulations and codes to the extent applicable

(“Laws”) in its performance of this purchase order, including but not limited to, the timely payment of all taxes

(e.g., self-employment, social security, income, sales, and other applicable state and federal taxes). Purchaser shall not directly or indirectly give, offer, promise, authorize, or allow to be given, offered, or promised, anything of value to an official or employee of any government, state- owned enterprise, international organization including subdivisions thereof or entities acting on behalf of a government, state-owned enterprise, international organization or subdivision thereof (any such employee or official referred to collectively as

“Official”), while knowing or having reason to know that such thing of value is to be given, offered, or promised to an Official (including political parties or officials thereof or candidates for foreign office) in order to: (i) influence any official act or decision of such Official, or (ii) induce such Official to use his influence to affect or influence any act or decision of any government (or any subdivision thereof), or (iii) assist Vendor in obtaining or retaining business, or in directing business to any person or obtain an unfair advantage for the Parties in any respect. Vendor specifically agrees not to re- export, resell or otherwise dispose of technology or goods transferred pursuant to this purchase order and will comply with all applicable export laws and regulations and will neither undertake, nor cause, nor permit to be undertaken, any activity which is (1) illegal under any

Laws or export laws or regulations; or (2) would have the effect of causing Oceus Networks to be in violation of any Laws. Purchaser expressly agrees that in connection with its performance under this purchase order, it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, disability, veteran’s status or any ground protected by applicable federal, state or local law.

The equal opportunity clauses of Executive Order 11246, 41 CFR §60-250.5(a), and 41 CFR §60-741.5 are herein incorporated by reference.

19. Miscellaneous. These terms shall be governed by the Federal laws of the United States, other than the choice of law rules. Neither party may assign any purchase order without the other party’s prior written consent. The provisions herein shall be severable, and if any provisions shall be held unenforceable the remaining provisions shall remain in full force and effect. Waiver by Oceus Networks of a breach of any term or condition herein shall not be construed as a waiver of any other breach. These terms and conditions, each purchase order submitted by Purchaser and accepted by Oceus Networks, and all exhibits attached hereto including the underlying GSA Schedule Contract, the Schedule Price List and any applicable GSA Customer

Contract # GS-35F-191CA Page 10

Purchase Orders , each of which is hereby incorporated herein or therein, as applicable, for all purposes, constitute the entire agreement between Oceus Networks and Purchaser with respect to the subject matter hereof and there are no understandings or agreements that are not fully expressed herein. Any other terms or conditions included in any quotes, acknowledgements, bills of lading, purchase orders, invoices or other forms utilized or exchanged by the parties hereto that are in addition to or in conflict with those set forth herein will be of no force or effect and will not be incorporated herein or be binding unless specifically and expressly agreed to in writing by both parties. No change, waiver or discharge will be valid unless in writing signed by an authorized representative of the party against whom such change, waiver or discharge is sought to be enforced.

End User License Terms and Conditions

Subject to the terms and conditions set forth herein, End User is hereby granted a perpetual, non-exclusive, non-transferable (except as provided for herein), non sub-licensable, restricted license to use the Software and Documentation solely for End User's operation and maintenance of the product(s) provided by Oceus Networks in accordance with its specifications. “Software” as used herein means any computer program, software module or package, or any part thereof in binary code form only, including any updates, error corrections and bug fixes thereto. “Documentation” as used herein means all user manuals, architectural or design specifications relation to the use, development or support of the Software.

Notwithstanding anything in this license to the contrary, it is understood that End User receives no title or ownership rights to the Software or Documentation, and all such rights shall remain with Oceus Networks or its suppliers.

End User agrees that the Software or Documentation provided to it by Oceus Networks under this license or any renewals, extensions, or expansions thereof, shall be treated as proprietary and a trade secret of

Oceus Networks or its suppliers, and shall not be disclosed to any third party.

If and to the extent so called free (open source) software forms part of the Software, additional rights and obligations may be applicable for such free software.

In pursuance of the foregoing End User shall:

• not provide or make the Software or Documentation or any portions or aspects thereof

(including any methods or concepts utilized or expressed therein) available to any person except to its employees or contractors on a "need to know" basis;

• not make any copies of the Software or Documentation or parts thereof, except for archival or backup purposes;

• when making permitted copies as aforesaid, transfer to the copies any copyright or other marking on the Software or Documentation;

• not modify, decompile, reverse engineer, translate, adapt, arrange or error correct or make any other alteration of the Software or Documentation;

• not create derivative work using the Software or Documentation except that End User may, solely as may be required under the Federal Acquisition Regulations applicable to End User’s use of the

Software or Documentation, modify, adapt, or combine the Software with other computer software, provided that the modified, adapted, or combined portions of the derivative software incorporating any of

Contract # GS-35F-191CA Page 11 the Software shall be subject to the same restrictions set forth in this contract;

• solely as may be required under the Federal Acquisition Regulations applicable to End User’s use of the Software or Documentation, have the right to disclose to and reproduce the Software for use by support service contractors or their subcontractors, subject to the same restrictions set forth in this

End User License.legend from the Software, Documentation or copies thereof;

• not use the Software or Documentation for any other purpose than permitted in this

End User License;

• not use or transfer the Software and/or the Documentation without having received necessary export or re-export permits from relevant authorities; and

• not modify or alter the License Manager (if any) or parts thereof in any manner.

“License Manager” means a control device for monitoring, auditing and/or limiting usage of the

Software.

End User shall retain a log of the number and location of all originals and permitted copies of the

Software and Documentation.

End User shall not have the right to transfer this license to the Software and/or Documentation to a third party without the prior written consent of Oceus Networks. Following such consent from Oceus

Networks, this license may be transferred to the third party provided that a separate license agreement is entered into between Oceus Networks and the relevant third party on the same restrictions set forth in this End User License Agreement.

In the event that the Software licensed hereunder is delivered in an inseparable package also containing other software programs and features than the contracted Software, then End User may not in any way use such other software programs and features. However, upon End User's request Oceus Networks may offer a license to use such other software programs and features to Customer on the same terms and conditions as stipulated in this End User License, except for price. Upon End User’s placing of an order for such other software programs and features and Oceus Networks’ subsequent acceptance, Oceus Networks shall issue the appropriate license(s) to End User to allow the use of such other software programs and features.

Oceus Networks reserves the right to verify use of the Software and/or Documentation in accordance with the terms and conditions of this End User License Agreement, upon prior written notice thereof to End User. Subject to applicable security requirements, End User shall provide Oceus Networks with all reasonable assistance, including access to all information necessary for such verification.

End User agrees that all Software and/or Documentation provided to it under this license shall be treated as proprietary information and a trade secret of Oceus Networks, its suppliers, or licensors and shall be subject to the obligations contained in the Non-Disclosure Agreement between the parties.

The obligations of End User under this End User License Agreement shall survive indefinitely the termination of any associated contract to be bound by these terms.

[END USER]

By:

Printed Name:

Contract # GS-35F-191CA Page 12

Title:

Labor Category Descriptions Special Item Number 517312

Job Title: Field Service Engineer, Lead

Functional Responsibilities: Provides expert and second tier technical support and analysis to field engineers and technicians. Provides technical advice and guidance on installation, adaptation, configuration or enhancement of

Company technical products, programs and systems. Tests, trains and fields support to customers regarding technical aspects of designated systems and services. Provides expertise for the resolution of technical problems, troubleshoots products and modifies products to customer requirements. Maintains network stability through advanced troubleshooting, timely resolution of incidents, and proactive maintenance to provide the maximum availability and optimal Mean Time To Repair. Provides training to customers. Travel is frequent and work is generally performed at the customer site. Reviews system and network configurations to ensure successful implementation of services into production. Provides expert and second tier technical support for the installation and repair of complex systems and outages. Partners with developers and engineers to reduce re-occurring incidents. Provides consultative assistance during off hours as needed. Senior level knowledge of designated systems. Answers questions about installation, operation, configuration, customization and usage of designated systems and services. Applies senior diagnostic techniques to identify problems, investigate causes and recommend solutions to correct common failures. Considered an emerging authority, who applies extensive technical expertise. Develops technical solutions to complex problems.

Exercises considerable latitude in determining objectives and approaches to assignment.

Minimum Education: Bachelors Degree

Minimum/General Experience: 8 years

Job Title: Solutions Architect, Lead

Functional Responsibilities: Supports business process design related to relevant applications; performs impact and system analysis based on business requirements; leading a sub-team of designers and specification writers in support of implementation; supporting the development of test architectures and technology validation strategies; developing and nurture consensus and working relationships with technical teams and integration on projects and programs;

leading or participating in technical Centers of Competence (CoE) on a regular basis; collaborating with other technical teams in the exchange and transfer of technical knowledge and in the development and evolution of architecture standards, guidelines, reference architecture, and the systems Technology Roadmap; and performing other duties and responsibilities as assigned. Participates when needed as a technical expert in pre-sales qualification.

Works with Project Managers and Program Managers in the design, development, and implementation of the technical content defined in the Statement of Work. Creates project status reports and accurately tracks/manages project issues and risks. Considered an emerging authority, who applies extensive technical expertise. Develops technical solutions to complex problems. Exercises considerable latitude in determining objectives and approaches to assignment.

Contract # GS-35F-191CA Page 13

Job Title: Solutions Architect, Associate Principal

Functional Responsibilities: Supports business process design related to relevant applications; performs impact and system analysis based on business requirements; leading a sub-team of designers and specification writers in support of implementation; supporting the development of test architectures and technology validation strategies; developing and nurture consensus and working relationships with technical teams and integration on projects and programs;

leading or participating in technical Centers of Competence (CoE) on a regular basis; collaborating with other technical teams in the exchange and transfer of technical knowledge and in the development and evolution of architecture standards, guidelines, reference architecture, and the systems Technology Roadmap; and performing other duties and responsibilities as assigned. Participates when needed as a technical expert in pre-sales qualification.

Works with Project Managers and Program Managers in the design, development, and implementation of the technical content defined in the Statement of Work. Creates project status reports and accurately tracks/manages project issues and risks. Considered a recognized authority within the Company. Works on unusually complex technical problems and provides solutions which are highly innovative. Determines and pursues courses of action necessary to obtain desired results.

Minimum/General Experience: 10 years

Job Title: Solutions Architect, Staff Principal

Functional Responsibilities: Supports business process design related to relevant applications; performs impact and system analysis based on business requirements; leading a sub-team of designers and specification writers in support of implementation; supporting the development of test architectures and technology validation strategies; developing and nurture consensus and working relationships with technical teams and integration on projects and programs;

leading or participating in technical Centers of Competence (CoE) on a regular basis; collaborating with other technical teams in the exchange and transfer of technical knowledge and in the development and evolution of architecture standards, guidelines, reference architecture, and the systems Technology Roadmap; and performing other duties and responsibilities as assigned. Participates when needed as a technical expert in pre-sales qualification.

Works with Project Managers and Program Managers in the design, development, and implementation of the technical content defined in the Statement of Work. Creates project status reports and accurately tracks/manages project issues and risks. Recognized expert within the Company, who designs, researches and develops highly advanced applications, which may result in new product/business opportunities for the Company. Leads efforts to capture new business through technical work and capability briefings.

Minimum/General Experience: 12 years

Job Title: Solutions Architect, Senior Principal

Functional Responsibilities: Supports business process design related to relevant applications; performs impact and system analysis based on business requirements; leading a sub-team of designers and specification writers in support of implementation; supporting the development of test architectures and technology validation strategies; developing and nurture consensus and working relationships with technical teams and integration on projects and programs;

leading or participating in technical Centers of Competence (CoE) on a regular basis; collaborating with other technical teams in the exchange and transfer of technical knowledge and in the development and evolution of architecture standards, guidelines, reference architecture, and the systems Technology Roadmap; and performing other duties and responsibilities as assigned. Participates when needed as a technical expert in pre-sales qualification.

Works with Project Managers and Program Managers in the design, development, and implementation of the technical content defined in the Statement of Work. Creates project status reports and accurately tracks/manages project issues and risks. Recognized industry specialist with technical insight in multiple fields and disciplines.

Complexity of work is state of the art and may be new to the Company and to the industry. Serves as consultant to the business unit in long-range planning concerning new or projected areas of technological research and advancements.

Is instrumental in attracting/obtaining major new business.

Minimum/General Experience: 16 years

Contract # GS-35F-191CA Page 14

Job Title: Systems Engineer, Associate

Functional Responsibilities: Using a holistic approach, designs, develops, evaluates and modifies end-to-end systems and systems-oriented products through their entire life cycle. Generates quantifiable requirements based on customer description, system planning and design, and acquisition logistics. Ensures requirements comply with client requirements and government standards through formal verification methods. Translates high level product development strategies into system requirement specifications and works with other engineering disciplines to develop lower level detailed implementation requirements. Establishes and coordinates development of standards, practices, and procedures as related to the overall product development. Designs interfaces and brings system elements together so they work as a whole. Assesses performance using evaluation criteria and technical performance measures. Customer liaison and support for business development activities and to understand and shape requirements. Participates in system conceptual design and documentation of the design concepts. Translates high level product development strategies into system requirement specifications and works with multi-discipline engineering teams to develop lower level detailed requirements. Participates in design reviews of components

(hardware and software) to ensure applicability to the current system and traceability of requirements through compliance verification and validation. Generates system level requirements verification procedures and customer acceptance test procedures. Reviews test plans/procedures and ensures they meet the objectives of the contractual requirements and participates in the testing process to validate requirements. Works on assignments requiring considerable judgment and initiative. Develops solutions to routine technical problems of limited scope following detailed instructions. Work is supervised.

Minimum/General Experience: 1 year

Job Title: Systems Engineer, Staff

Functional Responsibilities: Using a holistic approach, designs, develops, evaluates and modifies end-to-end systems and systems-oriented products through their entire life cycle. Generates quantifiable requirements based on customer description, system planning and design, and acquisition logistics. Ensures requirements comply with client requirements and government standards through formal verification methods. Translates high level product development strategies into system requirement specifications and works with other engineering disciplines to develop lower level detailed implementation requirements. Establishes and coordinates development of standards, practices, and procedures as related to the overall product development. Designs interfaces and brings system elements together so they work as a whole. Assesses performance using evaluation criteria and technical performance measures. Customer liaison and support for business development activities and to understand and shape requirements. Participates in system conceptual design and documentation of the design concepts. Translates high level product development strategies into system requirement specifications and works with multi-discipline engineering teams to develop lower level detailed requirements. Participates in design reviews of components

(hardware and software) to ensure applicability to the current system and traceability of requirements through compliance verification and validation. Generates system level requirements verification procedures and customer acceptance test procedures. Reviews test plans/procedures and ensures they meet the objectives of the contractual requirements and participates in the testing process to validate requirements. Experienced with frequent use and application of technical standards, principles and theories. Works under general supervision, providing solutions to technical problems of moderate scope/complexity.

Minimum/General Experience: 2 years

Contract # GS-35F-191CA Page 15

Job Title: Systems Engineer, Senior

Functional Responsibilities: Using a holistic approach, designs, develops, evaluates and modifies end-to-end systems and systems-oriented products through their entire life cycle. Generates quantifiable requirements based on customer description, system planning and design, and acquisition logistics. Ensures requirements comply with client requirements and government standards through formal verification methods. Translates high level product development strategies into system requirement specifications and works with other engineering disciplines to develop lower level detailed implementation requirements. Establishes and coordinates development of standards, practices, and procedures as related to the overall product development. Designs interfaces and brings system elements together so they work as a whole. Assesses performance using evaluation criteria and technical performance measures. Customer liaison and support for business development activities and to understand and shape requirements. Participates in system conceptual design and documentation of the design concepts. Translates high level product development strategies into system requirement specifications and works with multi-discipline engineering teams to develop lower level detailed requirements. Participates in design reviews of components

(hardware and software) to ensure applicability to the current system and traceability of requirements through compliance verification and validation. Generates system level requirements verification procedures and customer acceptance test procedures. Reviews test plans/procedures and ensures they meet the objectives of the contractual requirements and participates in the testing process to validate requirements. Career level with a complete understanding and wide application of technical principles, theories and concepts. Working under only general direction, provides technical solutions to a wide range of difficult problems. Independently determines and develops approach to solutions.

Minimum/General Experience: 5 years

Job Title: Systems Engineer, Lead

Functional Responsibilities: Using a holistic approach, designs, develops, evaluates and modifies end-to-end systems and systems-oriented products through their entire life cycle. Generates quantifiable requirements based on customer description, system planning and design, and acquisition logistics. Ensures requirements comply with client requirements and government standards through formal verification methods. Translates high level product development strategies into system requirement specifications and works with other engineering disciplines to develop lower level detailed implementation requirements. Establishes and coordinates development of standards, practices, and procedures as related to the overall product development. Designs interfaces and brings system elements together so they work as a whole. Assesses performance using evaluation criteria and technical performance measures. Customer liaison and support for business development activities and to understand and shape requirements. Participates in system conceptual design and documentation of the design concepts. Translates high level product development strategies into system requirement specifications and works with multi-discipline engineering teams to develop lower level detailed requirements. Participates in design reviews of components

(hardware and software) to ensure applicability to the current system and traceability of requirements through compliance verification and validation. Generates system level requirements verification procedures and customer acceptance test procedures. Reviews test plans/procedures and ensures they meet the objectives of the contractual requirements and participates in the testing process to validate requirements. Considered an emerging authority, who applies extensive technical expertise. Develops technical solutions to complex problems. Exercises considerable latitude in determining objectives and approaches to assignment.

Contract # GS-35F-191CA Page 16

Job Title: Systems Engineer, Associate Principal

Functional Responsibilities: Using a holistic approach, designs, develops, evaluates and modifies end-to-end systems and systems-oriented products through their entire life cycle. Generates quantifiable requirements based on customer description, system planning and design, and acquisition logistics. Ensures requirements comply with client requirements and government standards through formal verification methods. Translates high level product development strategies into system requirement specifications and works with other engineering disciplines to develop lower level detailed implementation requirements. Establishes and coordinates development of standards, practices, and procedures as related to the overall product development. Designs interfaces and brings system elements together so they work as a whole. Assesses performance using evaluation criteria and technical performance measures. Customer liaison and support for business development activities and to understand and shape requirements. Participates in system conceptual design and documentation of the design concepts. Translates high level product development strategies into system requirement specifications and works with multi-discipline engineering teams to develop lower level detailed requirements. Participates in design reviews of components

(hardware and software) to ensure applicability to the current system and traceability of requirements through compliance verification and validation. Generates system level requirements verification procedures and customer acceptance test procedures. Reviews test plans/procedures and ensures they meet the objectives of the contractual requirements and participates in the testing process to validate requirements. Considered a recognized authority within the company. Works on unusually complex technical problems and provides solutions which are highly innovative. Determines and pursues courses of action necessary to obtain desired results.

Job Title: Systems Engineer, Staff Principal

Functional Responsibilities: Using a holistic approach, designs, develops, evaluates and modifies end-to-end systems and systems-oriented products through their entire life cycle. Generates quantifiable requirements based on customer description, system planning and design, and acquisition logistics. Ensures requirements comply with client requirements and government standards through formal verification methods.