MAS - Research Innovations Incorporated - GS35F284DA

GENERAL SERVICES ADMINISTRATION, FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

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 for GSA Advantage! ® is: http://www.gsaadvantage.gov.

MULTIPLE AWARD SCHEDULE (MAS)

● SIN 511210 - SOFTWARE LICENSES

o PSC 7030 Information Technology SOFTWARE

● SIN 54151 - SOFTWARE MAINTENANCE SERVICES

o PSC J070 MAINT/REPAIR/REBUILD OF EQUIPMENT -ADP

EQUIPMENT/SOFTWARE/SUPPLIES/SUPPORT EQUIPMENT

● SIN 54151S - INFORMATION TECHNOLOGY PROFESSIONAL SERVICES

o PSC D399 IT AND TELECOM – OTHER IT AND TELECOMMUNICATIONS

● SIN OLM – ORDER-LEVEL MATERIALS (OLM)

Contract Number: GS-35F-284DA Period Covered by Contract: 04/25/2016 – 04/24/2026

Research Innovations Incorporated

6363 Walker Lane Suite 500

Alexandria, VA 22310 703-517-5560 www.researchinnovations.com

Price List Current through Modification #PA-0050 Effective 10/29/2025

Contract Administration:

Ryan Keller Telephone: (518) 527-9273 Email: rkeller@researchinnovations.com

For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov http://www.gsaadvantage.gov/ http://www.gsaadvantage.gov/ http://www.researchinnovations.com/ mailto:mglazer@researchinnovations.com

TABLE OF CONTENTS

CUSTOMER INFORMATION 3

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES

(SPECIAL ITEM NUMBER 511210) AND SOFTWARE MAINTENANCE SERVICES

(SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY SOFTWARE 6

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S) 17

CUSTOMER INFORMATION

1a. Awarded special item numbers:

o SIN 511210 Software Licenses o SIN 54151 Software Maintenance Services o SIN 54151S Information Technology Professional Services o SIN OLM Order Level Materials

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.

o SIN 511210 DW-SERV-SUP $200.00 o SIN 54151 DW-CERT-5PACK $4,200.00 o SIN 54151S Program Assistant - Intermediate $54.04 o SIN OLM *Pricing Established at Order Level*

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 pages 31-43*

2. Maximum order: SINs 511210, 54151, 54151S - $500,000 and SIN OLM - $100,000

3. Minimum order: $100

4. Geographic coverage (delivery area): Worldwide

5. Point(s) of production (city, county, and State or foreign country): Alexandria, VA

6. Prices shown are the government’s net prices.

7. Quantity discounts:

o SIN 54151S ½% for a single order of $400,000 and above.

8. Prompt payment terms: Net 30 days

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

9b. Government purchase cards are not accepted above the micro-purchase threshold.

10. Foreign items (list items by country of origin): None

11a. Time of delivery: To be negotiated at the Task Order Level

11b. Expedited Delivery: To be negotiated at the Task Order Level

11c. Overnight and 2-day delivery: To be negotiated at the Task Order Level

11d. Urgent Requirements: To be negotiated at the Task Order Level.

12. F.O.B. point(s): Destination

13a. Ordering address(es):

Research Innovations Incorporated 6363 Walker Lane, Suite 500 Alexandria, VA 22310 Telephone: (518) 527-9273 Fax: (703) 997-7151 Email: rkeller@researchinnovations.com

13b. Ordering procedures: For supplies and services, the ordering procedures, information on

Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. Payment address(es). Same as Ordering Address

15. Warranty provision: Standard Commercial

16. Export packing charges, if applicable: Not Applicable

17. Terms and conditions of Government purchase card acceptance (any Thresholds above the micro-purchase level). Not Applicable

18. Terms and conditions of rental, maintenance, and repair (if applicable): Not Applicable

19. Terms and conditions of installation (if applicable): Not Applicable

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

20a. Terms and conditions for any other services (if applicable): Not Applicable mailto:mglazer@researchinnovations.com

21. List of service and distribution points (if applicable): Not Applicable

22. List of participating dealers (if applicable): Not Applicable

23. Preventive maintenance (if applicable): Not Applicable

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): Not Applicable

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

www.Section508.gov/.

25. Unique Entity ID (UEI) number: RRJJSML1SCE6

26. Notification Regarding Registration in Systems for Award Management (SAM) database: Registered http://www.section508.gov/

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES

(SPECIAL ITEM NUMBER 511210) AND SOFTWARE MAINTENANCE SERVICES

(SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

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

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

The Contractor has provided approved EULA below:

© 2018, DataWalk, Inc.

DATAWALK, INC. SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ BEFORE COPYING, INSTALLING, OR USING THE SOFTWARE

DataWalk, Inc., a Delaware corporation, is referred to in this Agreement as “DataWalk”, “we”, and/or “our”. As used herein, the term “you” or “your” means an Ordering Activity (an entity entitled to order under GSA Schedule contracts as defined in GSA Order ADM 4800.2I, as may be revised from time to time).

The Government agency entering into this Agreement shall not use or load the DataWalk software and any materials or documentation associated therewith (collectively, the “Software”) until an appropriate and authorized contracting officer of the agency has provided approval by issuing a task order. By loading or using the Software, the Ordering Activity or Government agency that does so accepts and agrees to the terms of this Agreement.

Article 1. Definitions.

1.1. Access. The term “Access” and variants thereof shall mean to store data in, retrieve data from, or otherwise approach or make use of the Software (directly or indirectly) through electronic means or otherwise.

1.2. Confidential Information. The term “Confidential Information” shall mean all information disclosed by DataWalk to you that is identified by DataWalk as proprietary or confidential at the time of disclosure or reasonably thereafter after being notified or learning that the information has proprietary or confidential value to DataWalk. Confidential Information shall include the Software, and the Documentation. Confidential information shall not include information that is: (i) already in the public domain or subsequently enters the public domain through no fault of you, (ii) already known to you as shown by your written records; (iii) independently developed by you as shown by your written records, (iv) disclosed to you by a third party who is not obligated to keep the information confidential as shown by your written records; (v) released by DataWalk without restriction, or (vi) required by court order to be released by you; (vii) otherwise required by law to be released.

1.3. Documentation. The term “Documentation” shall mean Software release notes, the installation guide, and the user’s manual.

1.4. Unauthorized Access. The term “Unauthorized Access” shall mean any Access to the Software or the Documentation by any person not licensed or authorized to use the Software, except for the exclusive purposes of using the Software as permitted by this Agreement.

1.5. User. The term “User” shall mean your employees, contractors, and agents authorized by you to Access the Software and use the Documentation for the purposes permitted by the Agreement.

Article 2. The License.

2.1. Grant of License. DataWalk hereby grants to you a limited, non-exclusive, and non-transferable License to use the Software and the Documentation for the term of this Agreement solely for the purpose of use that the Software was designed to be used for which you have paid the required license fees. DataWalk does not grant you any right to grant sublicenses, lease or distribute the Software to third parties. Other than as specifically described herein, no right or license is granted to use, access, or benefit from any of DataWalk’s trademarks, patents, copyrights, trade secrets or other intellectual property rights, and DataWalk expressly retains all rights not granted herein. You shall not (i) make any statement that the Software is “certified,” or that its performance is guaranteed, by DataWalk, or

(ii) use DataWalk’s name or trademarks in connection with any integrated product without DataWalk’s prior written permission, which may be granted or withheld in its sole discretion.

2.2. Restrictions. You shall not make any copies of the Software or the Documentation, except you may make one (1) copy of the Documentation for archival purposes. You shall not resell, transfer or sublicense the Software, Documentation, or any copies thereof to any other person or entity. You shall not modify, decompile, disassemble, translate, or reverse engineer the Software, or otherwise attempt to derive any of the Software’s source code. You shall not use this software, related materials, help files, support or configuration files to create or contribute to the development of a competing product. You shall not use the Software for service bureau or time-sharing purposes, or in any other way allow third parties to exploit the Software. You shall use and Access the Software in compliance with all federal, state, and local laws and regulations, including, but not limited to, any applicable export controls.

2.3. Additional Obligations. You shall prevent Unauthorized Access to the Software and the Documentation. You shall inform all Users of the scope of your license under Section 2.1, the restrictions under Section 2.2, and your confidentiality obligations under Article 3 herein.

2.4. Audits. DataWalk shall have the right to audit, at its own expense, your compliance with your obligations and restrictions under this Agreement. Any such audit shall be conducted only after reasonable notice, consistent with all security measures of the Ordering Activity, and only during normal business hours.

Article 3. Intellectual Property.

3.1. Ownership and Title. DataWalk owns exclusively all rights, title to, and interest in the Software and the Documentation. Without limitation, title to the Software and the Documentation, including ownership rights to patents, copyrights, trademarks, and trade secrets therein, is and shall remain the exclusive property of DataWalk.

3.2. Use of Confidential Information. You shall not duplicate, use, or disclose Confidential Information, except as otherwise permitted under the Agreement, or as otherwise permitted or authorized by DataWalk in writing before your duplication, use or disclosure of the Confidential Information. Upon DataWalk’s prior written approval, which may be withheld at its sole discretion for any reason whatsoever, you may publish the results of your evaluation of the Software. Thirty (30) days before any proposed publication, you shall submit a copy of the proposed publication to DataWalk for its review, comments, and approval. As used herein, the terms “publish” and “publication” refer to:

(i) any public disclosure or (ii) disclosure to any person not obligated to DataWalk to keep such information confidential.

3.3. Trade Secrets. You hereby acknowledge and agree that the Confidential Information: (i) derives independent economic value (actual or potential) from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; (ii) is the subject of reasonable efforts under the circumstance to maintain its secrecy; and, (iii) therefore, contains trade secrets.

(a) Exception & Immunity. Pursuant to the United States Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1833(b), you are on notice and acknowledge that, notwithstanding the foregoing or any other provision of this Agreement:

(i) Immunity. An individual shall not be held criminally or civilly liable under any United States or State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a United States, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(ii) Use of Trade Secret Information in an Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and

(B) does not disclose the trade secret, except pursuant to court order.

3.4. Ownership of Software Modifications. If you or Users modify the Software or use it to develop computer software or other works of authorship (as defined by the U.S. Copyright Act), such modifications, developed software, or works of authorship shall be the sole and exclusive property of DataWalk, and DataWalk shall own all of the right, title, and interest in and to such modifications, works of authorship, and any resulting computer software, including, but not limited to, any and all copyrights, patent rights, trademarks, and trade secrets related thereto.

Article 4. Representations and Warranties.

4.1. From DataWalk.

(a) Regarding Function. DataWalk represents and warrants that following installation of the Software, the Software will perform materially as described in its Documentation and other specifications.

(b) Regarding Intellectual Property Rights in the Software. Subject to the next sentence, DataWalk represents and warrants that it is the owner of the Software and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party.

DataWalk’s representations and warranties in the preceding sentence do not apply to the extent that the infringement arises out of any of the following conditions: (a) your breach of this Agreement; (b) revisions to the Software made without DataWalk’s written consent; (c) your failure to incorporate upgrades that DataWalk provides to you that would have avoided the alleged infringement, provided that DataWalk offers you such upgrades without charges not otherwise required under this Agreement;

or (d) use of the Software in combination with hardware or software not provided by DataWalk. In the event of a breach of any warranty in this Section 4.1(b), DataWalk, at its own expense, will promptly take one of the following actions: (i) secure for you the right to continue using the Software; or (ii) replace or modify the Software to make it non-infringing, provided that such modification or replacement will not materially degrade any functionality listed in the Specifications or Documentation;

provided, however, that if the exercise of rights under the preceding (i) or (ii) would in DataWalk’s opinion be commercially unreasonable, then, (iii) upon DataWalk’s receipt of your written representation and promise that you have removed all instances of the Software and will not further use the Software: (A) if a subscription license is at issue, then DataWalk shall refund to you a pro-rata amount of the pre-paid license fees for the Software corresponding to the portion of the then-current subscription term for such Software after the date of such termination; or (B) if a perpetual license is at issue, then DataWalk shall refund to you the amortized portion of the perpetual license fees paid hereunder for such Software, based upon a straight-line three-year depreciation calculation beginning on the date of delivery of the Software under a perpetual license to you. In conjunction with your right to terminate for breach where applicable, and under the provisions of Article 5 below, the preceding two sentences state DataWalk’s sole obligation and liability, and your sole remedy, for breach of a warranty in this Section 4.1(b) and for potential or actual intellectual property infringement by the Software. If DataWalk elects to refund license fees under this Section 4.1(b), it shall not be obligated to refund costs or fees paid by you for support, setup, configuration, or maintenance of the Software.

4.2. Warranty Disclaimers. Except for the express warranties in Section 4.1(a) and 4.1(b) above, DATAWALK MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT

LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE. Except for the express warranties in Section 4.1(a) and 4.1(b) above, DataWalk does not warrant that the Software will perform without error or that it will run without immaterial interruption. DataWalk makes no warranty regarding, and will have no responsibility for, any claim arising out of: (a) a modification of the Software made by anyone other than DataWalk, unless DataWalk approves such modification in writing; or (b) use of the Software in combination with any operating system not authorized in the specifications or Documentation or with hardware or software specifically forbidden by the specifications or Documentation.

4.3 This clause does not limit or disclaim any of the warranties specified in the GSA Multiple Award Schedule contract under FAR 52.212-4(o). In the event of a breach of warranty, the U.S. Government reserves all rights and remedies under the contract, the Federal Acquisition Regulations, and the Contract Disputes Act, 41 U.S.C. 7101-7109.

Article 5. Indemnification. [Intentionally blank.]

Article 6. Limitation Of Liability.

6.1. IN NO EVENT SHALL DATAWALK OR ITS SUPPLIERS BE LIABLE FOR ANY

CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHATSOEVER (INCLUDING,

WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOST WAGES,

PRODUCTIVITY, OR MANPOWER, OR LOST INFORMATION) ARISING OUT OF THE USE OF

OR INABILITY TO USE THE SOFTWARE, EVEN IF DATAWALK HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY,

EXCEPT FOR THOSE SUCH DAMAGES THAT ARE AWARDED ON THIRD PARTY

INTELLECTUAL PROPERTY CLAIMS AGAINST YOU OR YOUR ASSOCIATES (AS DEFINED

IN ARTICLE 6 ABOVE). SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF

LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL

DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO

HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

6.2. THE LIABILITIES LIMITED BY THIS ARTICLE 6 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STATUTE, STRICT PRODUCT LIABILITY, OR OTHERWISE (SUBJECT TO THE

LIMITATIONS OF SECTION 6.1 ABOVE); (c) EVEN IF DATAWALK IS ADVISED IN

ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH

DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 6, DataWalk’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, DataWalk’s liability limits and other rights set forth in this Article 6 apply likewise to DataWalk’s parent companies, affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

6.3. Section 6.1 above does not apply to: (a) claims pursuant to Article 5 above; or (b) claims for attorneys’ fees and other litigation costs recoverable by the prevailing party in any action.

6.4 This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S. Government’s right to express remedies provided in the GSA Schedule contract (e.g., clause 552.238-75 – Price Reductions, clause 52.212-4(h) – Patent Indemnification, and GSAR 552.215-72 – Price Adjustment – Failure to Provide Accurate Information).

Article 7. Term and Termination.

7.1. Term. For any perpetual license of the Software granted to you under this Agreement, the term of this Agreement’s effect shall be for as long as you or any User uses or Accesses the Software. For any license of the Software granted to you under this Agreement for a specific period, the term of this Agreement’s effect shall be for that period.

7.2. Effects of Termination of the Agreement. Upon termination of this Agreement, you shall cease all use of and Access to the Software and delete, destroy, or return all copies of the Documentation and in your possession or control. The following provisions shall survive termination or expiration of this Agreement: (a) any of your obligations to pay fees incurred before termination; (b) Articles and Sections 2.2, 2.4, 3, 4.2, 5, 6, and 8; and, (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

Article 8. Dispute Resolution. [Intentionally blank]

Article 9. Miscellaneous.

9.1. Independent Contractors. The parties hereto are independent contractors and will so represent themselves in all regards. Neither party is the agent, partner, or joint venture of the other, and neither may take any actions to bind or obligate the other party whatsoever.

9.2. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if personally delivered, mailed by first class mail (postage prepaid), or by other carrier, by facsimile, or by electronic mail, to either party at their current address, fax number, or electronic mail address or on file with the other party hereto. Each party is responsible at all times for providing the other with its most current business address (not P.O. box), telephone number, facsimile number (if any), and electronic mail address.

9.3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

9.4. Assignment and Successors. You may not assign this Agreement or any of its rights or obligations hereunder without DataWalk’s express written consent. Any attempted assignment or delegation without such consent will be void. DataWalk may assign this Agreement in whole or part in accordance with FAR 42.1204. Except to the extent forbidden in this Section 9.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

9.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect.

In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

9.6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

9.7. Headings. The headings and captions of the Agreement are inserted for reference and convenience and do not define, limit, or describe the scope or intent of the Agreement or any particular article, section, or provision.

9.8. Government Restricted Rights. The Software may be provided with restricted rights. Use, duplication, or disclosure for or by the government of the United States, including without limitation any of its agencies or instrumentalities, is subject to restrictions set forth, as applicable: (i) in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19; or (ii) in similar clauses in other federal regulations, including the NASA FAR supplement.

The contractor or manufacturer is DataWalk. You shall not remove or deface any restricted rights notice or other legal notice appearing in the Software or on any packaging or other media associated with the Software.

9.9. Bankruptcy Rights. The rights and licenses granted to you under this Agreement are licenses to “intellectual property” rights, as defined in Section 365(n) of the United States Bankruptcy Code (11 U.S.C. Sections 101, et seq.). If DataWalk is subject to any proceeding under the United States Bankruptcy Code, and DataWalk as debtor in possession or its trustee in bankruptcy rejects this Agreement, you may, pursuant to 11 U.S.C. Section 365(n)(1) and (2), retain any and all rights granted to you under Section 2.1 above to the maximum extent permitted by law. This Section 9.9 will not be construed to limit or restrict any right or remedy not set forth in this section, including without limitation the right to retain any license or authority this Agreement grants pursuant to any provision other than Section 2.1 above.

9.10. Choice of Law. This Agreement will be governed solely by the internal laws of the United States of America, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws.

9.11. Attorney’s Fees. [Intentionally blank]

9.12. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

9.13. Technology Export. You shall not: (a) permit any third party to Access or use the Software in violation of any U.S. law or regulation; or (b) export the Software or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, you shall not permit any third party to Access or use the Software in, or export it to, a country subject to a United States embargo. You shall ensure that no third party that transacts business with DataWalk has Access to or uses the Software in, or exports it to, a country subject to a United States embargo.

9.14. Entire Agreement. This Agreement, the GSA Schedule contract, and the individual ordering document set forth the entire agreement of the parties hereto and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

9.15. Amendment. This Agreement may not be amended except through a writing executed by authorized representatives of each party.

3. GUARANTEE/WARRANTY

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

b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2)

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

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number, 703-354-4830, is available from 9am to 4pm Eastern

5. SOFTWARE MAINTENANCE

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

1. Software Maintenance as a Product (SIN 511210) Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. Software Maintenance as a product is billed at the time of purchase

2. Software Maintenance as a Service (SIN 54151)

a. Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software.

Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on- line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324. Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324.

b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears

(31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN

ON THE INVOICE.

6. PERIODS OF TERM LICENSES (SIN 511210) AND MAINTENANCE (SIN 54151)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time.Term licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

b. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first.

Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder of the contract period.

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

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

7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement.

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

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

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

8. TERM LICENSE CESSATION

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

b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms of Special Item Number 54151, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

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

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

b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following: (1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified.

(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software.

Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data.

The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

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

(4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel;

to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

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

10. SOFTWARE CONVERSIONS - (SIN 511210)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system , or from one computer system to another. Under a perpetual license, the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license, conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

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

12. RIGHT-TO-COPY PRICING

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

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 54151S Information Technology

Professional Services apply exclusively to IT Professional Services within the scope of this Information Technology Schedule.

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

2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000)

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

b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements.

c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks.

3. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

4. PERFORMANCE OF SERVICES

a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.

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

c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

d. Any Contractor travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed.

Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.

5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

a. The Contracting Officer may, at any time, by written order to the Contractor, require the

Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

b. If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

c. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

d. If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

6. INSPECTION OF SERVICES

In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212-4

CONTRACT TERMS AND CONDITIONS COMMERCIAL ITEMS (MAR 2009) (ALTERNATE I

OCT 2008) (DEVIATION I – FEB 2007) applies to Time-and-Materials and Labor-Hour Contracts orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Dec 2007) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

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

9. INDEPENDENT CONTRACTOR

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

10. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions.

“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order.