MAS - GXM Consulting LLC - GS35F457BA

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/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 is available through GSA Advantage!, a menu-driven database system.

The INTERNET address for GSA Advantage! is http://www.gsaadvantage.gov

SCHEDULE TITLE: Multiple Award Schedule

FSC Classes/Product Codes:

• D399 - IT and Telecom- Other IT and Telecommunications

CONTRACT NUMBER: GS-35F-457BA

CONTRACT PERIOD: 07/31/2014 through 07/30/2029

Modification Number: #PA-0024 dated 01/19/2025

For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at:

http://fss.gsa.gov/.

CONTRACTOR: GXM Consulting, LLC

1406 Darrell Drive Midlothian, VA 23114

Phone: 804-512-4173 Fax: 703-463-9910 E-mail: vanderslice@gxmconsulting.com Website: www.gxmconsulting.com

CONTRACTOR’S ADMINISTRATION SOURCE: Chad Vanderslice, Manager-Member 1406 Darrell Drive Midlothian, VA 23114

Phone: 804-512-4173 Fax: 703-463-9910 E-mail: vanderslice@gxmconsulting.com

BUSINESS SIZE: Service-Disabled Veteran-Owned Small Business (SDVOSB) Veteran-Owned Small Business (VOSB)

CUSTOMER INFORMATION:

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SINs DESCRIPTION

54151S Information Technology Professional Services 541611 Administration Management and General Management Consulting Services http://www.gsaadvantage.gov/ http://fss.gsa.gov/ mailto:vanderslice@gxmconsulting.com mailto:vanderslice@gxmconsulting.com

54151 Software Maintenance Services 511210 Software Licenses 541715 Engineering Research and Development & Strategic Planning 518210C Cloud Computing & Cloud-Related IT Professional Services

1b. LOWEST PRICED MODEL NUMBER AND UNIT PRICE FOR EACH SIN:

Page 5 – 7

1c. HOURLY RATES (Services only):

Page 5 – 7

2. MAXIMUM ORDER*: The maximum order is $500,000 for SIN 54151S, 541611, 54151, 511210, 541715, 518210C per order.

NOTE TO ORDERING ACTIVITIES: *If the best value selection places your order over the Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contractor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404.

3. MINIMUM ORDER: $100

4. GEOGRAPHIC COVERAGE: Domestic delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Note that for products, domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

5. POINT(S) OF PRODUCTION: N/A

6. DISCOUNT FROM LIST PRICES: GSA Net Prices are shown in the below GSA

Pricelist. Negotiated discounts have been applied and the IFF has been added.

7. QUANTITY DISCOUNT(S): Dollar Value: 1% single order less than $400K, 2%single order $401K–

$800K.Government Educational Institutions: 1% single order less than $400K, 2% single order $401K-$800K.

8. PROMPT PAYMENT TERMS: Net 30 days.

"Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions."

9.a Government Purchase Cards must be accepted at or below the micro-purchase threshold.

9.b Government Purchase Cards are not accepted above the micro-purchase threshold. Contact contractor for limit.

10. FOREIGN ITEMS: N/A

11a. TIME OF DELIVERY: Negotiated at Task Order Level

11b. EXPEDITED DELIVERY: Items available for expedited delivery are noted in this price list or negotiated at the task order level.

11c. OVERNIGHT AND 2-DAY DELIVERY: Overnight and 2-day delivery are available. Contact the Contractor for rates.

11d. URGENT REQUIRMENTS: Agencies can contact the Contractor’s representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

12. FOB POINT: Destination

13a. ORDERING ADDRESS: Same as contractor address.

13b. ORDERING PROCEDURES: Ordering activities shall use the ordering procedures described in

Federal Acquisition Regulation 8.405-3 when placing an order or establishing a BPA for supplies or services. The ordering procedures, information on Blanket Purchase Agreements (BPA’s) and a sample BPA can be found at the GSA/FSS Schedule Homepage (fss.gsa.gov/schedules).

14. PAYMENT ADDRESS: Same as contractors address

15. WARRANTY PROVISION: Standard Commercial Warranty. Customers should contact the contractor for a copy of the warranty.

16. EXPORT PACKING CHARGES: N/A

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: Accepted at or below the micro-purchase level.

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): N/A

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

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

AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

24b. Section 508 Compliance for Electronic and Information Technology (EIT): Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL): www.gxmconsulting.com.

The EIT standard can be found at: www.Section508.gov/.

25. Unique Entity ID: J2V1B37NMSX5 and CAGE CODE: 57TP2

26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT

(SAM) DATABASE: Contractor has an Active Registration in the SAM database.

http://www.section508.gov/

DESCRIPTION SERVICES AND PRICING

a. GXM Consulting IT SERVICES (54151S) GXM Consulting delivers innovative technical solutions that transform organizational operations. GXM focuses on developing low cost, high value technical capabilities that enhance its customer's capabilities.

GXM applies its management, software development and systems engineering expertise to enable customers to leverage innovative technology at the speed of relevance.

Rapid Prototyping: GXM specializes in the rapid prototyping of modern, innovative software and engineering solutions to include secure communications, custom mobile apps, cloud infrastructure solutions, and large-scale data searching.

System Engineering: GXM's system engineers develop, manage, and maintain complicated on-prem and cloud networks for a variety of customers ensuring that the networks are secure, reliable and most importantly, resilient.

Software Solutions: GXM's engineers provide organizations with low cost custom software solutions for data and systems integration, data extraction, translation and loading, mobile app development, custom search capabilities, artificial intelligence/machine learning, and other innovative technologies.

Technology Insertion: GXM's operational experts deploy worldwide to assist organizations in leveraging new technologies to enhance their operational capabilities. GXM's experts provide technical insertion capabilities, onsite training, train-the-trainer, system installation, maintenance, and operation to customers in austere environments.

Project Management: GXM's Project Managers bring decades of experience in managing large-scale technology projects for a variety of different customers. GXM's Project Managers are PMP Certified and/or Certified Scrum Product Owners experienced in managing everything from small-scale agile custom software development projects to large scale global projects involving multiple sub-contractors in a Scaled Agile Framework (SAFe).

How We Do It

• Listening to the customer and their end users

• Relentless focus on the customer's mission

• Employing only the highest quality and dedicated staff

• Attention to detail

• Innovating with technology curiosity

Our Solutions

• Custom Applications including Mobile via Agile Scrum, Kanban, Scaled Agile Framework (SAFe) methodologies

• Complex Database Engineering

• Cloud Infrastructure Implementation with robust Governance Models

• Complex Data Loading and Data Integration

• Technology Insertion and Training in Austere Environments

b. Administrative Management and General Management Consulting Services (541611) Challenges in the U.S. Government are often experienced in commercial industry and other sectors.

To properly address the complexity of emerging threats and the accelerating pace of global innovation, USG must actively participate in spaces it has historically overlooked and with talent it has not fully engaged.

GXM tackles difficult strategic and organizational problems by activating networks of innovative and non-traditional problem solvers to ignite new interest, nurture talent, drive collaboration, and generate viable solutions.

We do this by:

• Facilitating collaboration between end-users and government stakeholders to uncover and clearly define problems, priorities, and non-traditional acquisition pathways.

• Simplifying complex organizational and strategic problems into relevant and iterative plans that allow for flexibility and successful implementation.

• Establishing teams of innovation specialists and program managers at research universities and technology hubs across the U.S.

• Designing and leading problem-solving programs to surface compelling technologies, approaches, and people to solve government challenges.

• Piloting, administering, and managing unique programs and project portfolios on behalf of government customers.

• Exploring acquisition pathways and aligning stakeholders from the outset of an idea through to technology or solution transition.

• Performing thorough market research, benchmarking, and ecosystem analysis to understand emerging technology trends and customer challenges.

• Ensuring programs stay on track through meaningful cost, schedule, and performance metrics and continuous assessment for alignment to mission objectives.

GXM maintains an interdisciplinary staff of certified program and project managers, ecosystem developers, designers, facilitators, and analysts to support our government customers and build new networks of problem solvers. We save the government time, money, and effort by ensuring that complex problems are not addressed with complicated solutions.

Capabilities

• Stakeholder Analysis & Alignment

• Ecosystem Analysis & Mapping

• Strategy & Business Case Development

• Strategic Forecasting & Planning

• Needs Assessment

• Workshop Facilitation

• Development of Evidence-based Recommendations

• Establishment & Activation of Problem-Solving Networks (based on geographic, disciplinary, or sectoral needs and structures)

• Cross-sectoral Partnerships (USG, Academia, and Industry)

• Concept Development & Requirements Analysis

• Program Design & Implementation

Provide operating advice and assistance on administrative and management issues.

Examples include strategic and organizational planning, business process improvement, acquisition and grants management support, facilitation, surveys, assessment and improvement of financial management systems, financial reporting and analysis, due diligence in validating an agency’s portfolio of assets and related support services, strategic financial planning, financial policy formulation and development, special cost studies, actuarial services, economic and regulatory analysis, benchmarking and program metrics, and business program and project management.

• Program & Project Management

• Agile and Iterative Experimentation

• Program/Project Documentation, Evaluation, and Analysis

• Business Process Development & Improvement

• Change Management

• Acquisition & Program Operations

• Organizational Performance Improvement

Practice Areas

• Innovation Ecosystems

• National Security & Defense

• Academia

• Commerce

• Technology Acquisition

• Talent Programs

• Fledgling or Struggling Organizations/Programs

Why GXM

Provided organizational strategy, portfolio and program management, acquisition support and business process improvement support for the formation of five major innovation and modernization organizations within the last five years: Army Futures Command (AFC), National Security Innovation Network (NSIN), Army Applications Laboratory (AAL), AFWERX, and Platform One

Facilitated strategy and executive workshops that contributed to the creation of the first-ever AFC Campaign Plan, AAL Foundations Document, and AFC Talent Strategy

Managed a portfolio of innovation programs that produced 297 solutions to 572 problems for 276 DoD Mission Partners and helped support the establishment of 42 start-up companies

Provided analysis and recommendations to support Army SBIR/STTR program improvements through

AAL

Hosted and managed 60+ communities and 123 challenges leading to 6,000+ user contributions on the GXM-built digital collaboration network and ecosystem for national security innovators

Established collaborative ecosystems with academia, military, and nontraditional tech companies across 20 states with university partners that include: UC Berkeley, University of Virginia, Duke University, Washington University St. Louis, Arizona State University, South Dakota School of Mines, Florida A&M University, Nebraska University Omaha, Georgia Tech University, San Diego State University, University of Hawaii, University of Michigan, Ohio State University, Carnegie Mellon University, University of Louisville, and University of Southern California

Developed innovation ecosystem mapping, conducted data analysis and benchmarking, and evidence-based recommendations across a Regional Network Team at 18 separate universities and start-up enclaves https://asc.army.mil/web/news-business-breakthrough/

c. Software Maintenance Services (54151) GXM understands the importance of keeping pace with technology in today’s world. The rate of change continues to increase, with technical solutions piercing every element of our professional and personal lives.

Our technical teams rapidly analyze technical concerns and build effective plans and roadmaps to design, implement, and integrate software changes and updates to existing systems. In many cases, we understand that multiple variables impact a given decision for technical changes. GXM’s approach ensures that we address each variable in developing technical plans and provide comprehensive technical support by considering dependencies, degrees of digital literacy, and shifting requirements for a successful outcome. GXM provides:

• Customized Software Changes:

Comprehensive technical engineering and architecting to tie into legacy solutions and provide bridges to future technology modernization efforts.

• Training & Upskilling: Support the development and delivery of training to stakeholders and end-users on changes or improvements to existing software and systems.

• Continuous Improvement & Metrics: Develop and maintain shared success metrics that ensure positive user experiences and reinforce operational excellence.

• Analysis of Alternatives (AoA): Provides informed and research-backed technical options to achieve client requirements and goals for software change requests.

• Agile Methodologies: Agile Scrum, Kanban, and Scaled Agile frameworks for the technical delivery of customized changes that keeps pace with changing organizational priorities for delivery. This includes GXM’s Fluid Operations framework where we run multiple methodologies on the same contract aligning to separate client group requirements in the same organization due to delivery timelines and cycles being different due to various reasons.

• Quality Assurance and Testing: (automated and manual) within the build pipeline in production-level environments to ensure continuous delivery of software changes. We integrate client acceptance testing where needed as well.

• Continuous Integration/Continuous Delivery (CI/CD): pipeline builds that include cybersecurity scans and automated test integration for more frequent and consistent delivery of maintenance updates and improvements.

• Software Implementation: Full Stack experience with modern technology solutions to seamlessly integrate front and backend technology components.

• Software Design: User Interface, User Experience (UI/UX), and Human Factors designs and expertise built into Roadmaps and delivery plans for software updates so government clients keep pace with industry standards.

• Technical Support: Account administration, customer service and routing, user support, software training, and technical expertise provided by our ITIL-certified technical help desk using existing applications or offering customized support.

• Accessibility Requirements and Compliance: Assessment and inclusion within all solutions to meet 508 compliance and other standards (Ex: Web Content Accessibility Guidelines - WCAG, 21st Century IDEAS).

GXM maintains a diverse team of commercial technologists, experience creatives, and end-user enthusiasts who are certified Agile Scrum Developers, Release Train Engineers, Product Owners, Designers, and Scrum

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.

Masters. Our team is ready to support our government customers to build on and update existing software solutions. GXM saves the government time, money, and effort by ensuring that complex problems are not addressed with complicated solutions.

Capabilities

• Technical Architecting and Roadmap Development

• Implementation of Agile Scrum Framework, Kanban, and Scaled Agile Methodology

• User Interface Design

• User Experience Engineering

• Human Factors

• Automated Testing

• Software/Application Development and Customization

• DevSecOps and Continuous Integration/Continuous Delivery Pipeline Builds

• Quality Assurance Testing

• Technical Documentation

• Technical Support

• Systems Engineering

• Configuration Management

• Cybersecurity Scanning

• Database Administration

• Engagement with OEMs to Develop Customized Changes

Our technical teams have helped customers achieve multiple Programs of Record for technical solutions, including follow-on maintenance efforts.

We staff ITIL-certified and experienced Service Desk Agents, Certified Agile Scrum Masters, Certified Agile Scrum Product Owners, Release Train Engineers, Support Operations Specialists, Systems Administrators, and Trainers to provide specialized technical support for our customers.

GXM provides customized technical support for existing systems, including a self-service tool used by over 200k customers.

We build testing automation and accessibility reviews into our development processes to deliver compliant and secure software changes rapidly and continuously.

d. Software Licenses (511210) GXM turns innovative ideas into real applications through our technical delivery work. Our innovation support to the federal government has focused on establishing non-traditional networks of academics, industry, technologists, and early-stage ventures to help solve mission-critical and high-impact problems. To enable a robust and collaborative ecosystem across the US, GXM developed OpenHive.

This virtual platform allows problem solvers and "ideators" to connect through live engagement and participation within communities built around technologies and topics of interest. Through the platform's challenge functionality, government entities can run challenge events in open or restricted communities focusing on idea submissions to a specific problem. Additionally, an OpenHive license allows an organization to create collaboration communities specific to their organization's key problem areas. Participation in a community provides continuous engagement between solvers and government teams to solve problems and learn together. With access to thousands of new solvers and features that allow for easy outreach, our mission partners can identify and scale viable solutions faster, leaner, and more efficiently.

SIN 511210 meets the needs of federal, state, local, regional, tribal governments for commercial software, and software maintenance products. The legacy SINs (132- 32 — term software, 132-33 — perpetual software) have been consolidated in the new GSA Multiple Award Schedule Solicitation (511210 — Software Licenses).

Capabilities

• Ideation Challenges

• Submission Cards

• Collaboration Communities

• Open and Closed Participation Options

• Open Registration and Bulk Account Creation

• Community Management

• Update Feeds

• Graphics/Images for Organizational Branding

• Admin Access for Leads of a Community

• Data and Resource Repository

• Live Engagement

• In-App Messaging

OpenHive currently hosts 18,000+ registered collaborators across government, academia, and industry

GXM has supported 60+ ideation challenges to support solvers and help develop solutions to government problems

We have supported the design and implementation of 300+ collaboration communities on OpenHive

We understand the innovation ecosystem and the importance of exposing government problems to non-traditional problem solvers

An ecosystem that includes Venture Capital firms, start-ups, incubators, and accelerators combined with academia and government problem sponsors, makes up the necessary stakeholders for rapid innovation

We understand the need for organizations that establish collaboration communities to manage these independently without the need for technical support. The functionality built into OpenHive allows for ease of use by community administrators.

GXM provides reach-back support to community administrators to identify new functionality and support requirements as needed

e. Engineering Research and Development & Strategic Planning (541715)

How We Do It

GXM provides engineering research, technology evaluations, and strategic planning services to government clients, ensuring mission-driven, data-backed decision-making in complex technical domains. Our expertise spans requirements analysis, feasibility studies, program evaluation, cost-performance trade-off analysis, and technology insertion, directly supporting mission objectives through data-driven research and experimental development in engineering and physical sciences.

We leverage a research-based, iterative approach to assess emerging technologies, conduct mission-specific trade studies, and evaluate program effectiveness. Through rigorous data analysis, prototyping, pilot efforts, scenario modeling, and risk assessments, we assist agencies in optimizing technology strategies, resource allocation, and operational performance assessments. Our work aligns with program evaluations, organizational performance assessments, and special studies, ensuring government programs achieve their strategic and technical objectives.

Capabilities:

• Mission & Program Analysis – Evaluating mission goals, objectives, program effectiveness, and operational feasibility

• Feasibility & Cost-Performance Trade-Off Studies – Conducting alternative analysis for technology insertion and modernization strategies

• Strategic Planning & Program Assessments – Providing data-driven insights to optimize operational and technology strategies

• Technology Transition & Insertion – Supporting research-based assessments for emerging software and mobile development frameworks

• Training & Knowledge Management – Delivering research-backed training and workforce development programs

• DevSecOps & Secure Engineering Practices – Embedding security into the software development lifecycle, ensuring compliance and resilience

• Proven Past Performance: GXM has successfully provided research and strategic planning expertise for major government organizations, including Army Futures Command (AFC), the Defense Innovation Unit (DIU), DARPA, Army Research Lab (ARL), and the Joint Explosive Ordnance Disposal (JEOD) Decision Support System (DSS) Increment 2 (Inc2) Program of Record (PoR).

• Multi-Disciplinary Expertise: Our team includes technology analysts, software engineers, and program managers with experience in engineering R&D, feasibility studies, and modernization initiatives.

• Modern Research Methodologies: GXM employs quantitative and qualitative research techniques involving artificial intelligence, trade studies, and analysis of alternatives (AoA) to drive evidence-based decision-making.

• Agile & Scalable Approach: We align with Scaled Agile Framework (SAFe) principles, ensuring iterative improvements, adaptability, and mission alignment.

• Technology Evaluation & Integration: GXM is experience conducting alternative analysis for mobile application development across iOS, Android, and Windows platforms to guide DoD decision-making in selecting cross-platform development frameworks for mission-critical applications.

• Secure Development Practices: GXM integrates DevSecOps methodologies into all research and technology projects, ensuring secure software development, continuous monitoring, and resilient digital solutions. We leverage our current and previous work with Platform One, Kessel Run, Overmatch Software Army (OSA) and the Army Applications Lab (AAL) to stay abreast of software modernization trends and tools to aid research and development efforts.

f. Cloud Computing & Cloud-Related IT Professional Services (518210C) GXM provides cloud adoption, migration, and cloud-native software development services, enabling federal agencies to modernize IT infrastructure, optimize cloud operations, and enhance security compliance. Our cloud engineers support Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) solutions tailored to government mission requirements.

We specialize in secure cloud environments, cloud-native application development, and Continuous Integration/Continuous Delivery (CI/CD) automation to accelerate deployment while ensuring compliance with NIST 800-53, DISA Cloud Security Requirements Guide (SRG), DISA STIGs, and FedRAMP controls. GXM follows DevSecOps best practices, integrating security into every stage of cloud development, migration, and governance.

Capabilities

• Cloud Strategy & Migration Planning – Assessing workloads, refactoring for cloud, and executing cloud migration plans

• Cloud-Native Application Development – Building secure, scalable apps using industry standards like Kubernetes, Java, .NET, Python, Node.js, Angular, and React

• Infrastructure as Code (IaC) & Automation – Deploying & managing cloud resources using Terraform, Ansible, and CI/CD pipelines

• Cloud Security & Compliance – Implementing STIG-hardened environments, automated security testing (DAST, SAST, SCA), and Zero Trust architectures

• Cloud Hosting & Managed Services – Providing secure, DoD-compliant hosting solutions

• DevSecOps & CI/CD – Automating development workflows & cloud deployments

• Cloud Governance & Optimization – Managing cloud costs, performance, monitoring, alerting, and security posture

• Proven Past Performance: GXM has supported the Army, the Air Force, the Navy, and Marine Corps with rapid cloud infrastructure designs/builds, cloud migration, SaaS development, and cloud security governance.

• Secure & Compliant Cloud Services: We deliver DoD IL4/IL5-compliant solutions, following RMF, STIG, and FedRAMP best practices.

• Cloud-Native Software Development: Expertise in containerized microservices (Kubernetes, Docker), CI/CD pipelines, and automated cloud security testing.

• Infrastructure as Code (IaC) & Automation: We automate cloud environments using Terraform, Ansible, and DevOps pipelines.

• Data & System Migrations: Successfully executed large-scale cloud migrations from on-prem to government cloud platforms.

• Cloud Governance & Optimization: Providing monitoring, performance tuning, and cost-optimization strategies for cloud resources.

GXM Cloud Services Agreement

This GXM CLOUD SERVICES AGREEMENT (this “Agreement”) is made between GXM Consulting LLC, a Delaware limited liability company, with an office located at 4040 Fairfax Drive, Suite 700E, Arlington, VA 22203 (“GXM”), and 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) (“Customer”). In consideration of the mutual covenants and agreements contained in this Agreement, the parties hereby agree as follows:

I. Scope of Service. The GXM services are comprised of a set of software tools, templates, and specifications operating on servers owned and controlled on the cloud by GXM which enable Customer to (i) build branded community pages, (ii) facilitate collaboration and communication in closed and/or public communities; (iii) permit authorized users to post, print and retrieve content; and (iv) market the community to recruit additional users, in each case using GXM’s proprietary technology and documentation, as more fully detailed in Schedule A (“GXM Services”).

II. GXM Technology License. During the Term (as defined in Section IV), GXM hereby grants Customer a non-exclusive, limited use license to its technology and related intellectual property (“GXM Technology”) including, but not limited to, trademarks, service marks and copyrights, required for Customer and its permitted users to access the GXM Services on and through the cloud solely in accordance with this Agreement. Any rights not expressly granted to Customer are reserved by GXM, and all implied licenses are disclaimed. Without limiting the foregoing, Customer shall not, and shall not allow third parties to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the GXM Technology (except to the extent such restriction is expressly prohibited by applicable law); (b) assign, sublicense, resell, or distribute any or all of the GXM Technology (including, granting third parties a right to market, co-brand, link, frame and/or private label the GXM Technology); and/or (c) access the GXM Technology in a manner other than as set forth in the GXM documentation.

III. Ownership.

(a) Customer represents to GXM that Customer or its licensors have all right, title and interest in, or if applicable, licenses to, the data that Customer and/or its authorized users post in the GXM Services (“Customer Data”), and to all of its trademarks, service marks and other proprietary information if provided to GXM. GXM agrees that it has no right, title or interest in the Customer Data by virtue of this Agreement.

(b) GXM represents to Customer that GXM has all right, title and interest in and to the GXM Services and the GXM Technology. Customer agrees that it has no right, title or interest in the GXM Technology by virtue of this Agreement or the performance of any rights hereunder or the use of any of the intellectual property hereunder including, but not limited to, the ideas, know-how and techniques which may be developed by GXM during the course of providing its GXM Services under this Agreement (including, but not limited to, any enhancements or modifications made to the GXM Technology). GXM shall maintain its servers 24 hours a day, seven days a week.

(c) The parties hereto agree to the terms and conditions set forth in the Data Processing Addendum attached hereto as Schedule B and incorporated herein by reference.

IV. Warranty Disclaimer. The GXM Services are provided “as is” and “as available. GXM MAKES NO WARRANTY OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, AS TO MERCHANTABILITY

OR FITNESS FOR ANY USE OR PURPOSE, FOR ANY OF ITS SERVICES OR RIGHTS HEREUNDER,

INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE GXM SERVICES (INCLUDING, BUT NOT LIMITED TO, THE GXM TECHNOLOGY). This clause does not limit or disclaim any of the warranties specified in the GSA Schedule 70 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.

V. Fees. Customer shall pay the Service Fee set forth in the Schedule contract and applicable task/purchase order.

VI. Termination. The term of this Agreement shall commence in accordance with the Schedule contract and applicable task/purchase order, unless terminated earlier in accordance with FAR 52.212-4(l), FAR 52.212- 4(m), and GSAR 552.238-73 (“Term”). Upon termination of this Agreement, those provisions that expressly or by their nature survive shall survive termination of this Agreement, including, without limitation, all payments due and owing and Section III. All other rights and obligations of the parties shall cease upon termination of this Agreement, except Customer shall return to GXM the GXM Services, including any components of the GXM Technology that Customer may possess.

VII. Indemnity. As a party’s sole remedy hereunder, the infringing party may in its sole discretion, procure the right of continued use, replace or modify the affected technology so as to make it non-infringing or terminate this Agreement. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any such claim; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party in the defense thereof.

Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516.

VIII. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF THIS

AGREEMENT, THE USE OF THE GXM SERVICES (INCLUDING THE GXM TECHNOLOGY) OR

PERFORMANCE OF THE OBLIGATIONS HEREUNDER, EVEN IF THE AFFECTED PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPTING ANY INDEMNITY PURSUANT TO

SECTION VII, EACH PARTY AGREES THAT THE OTHER’S LIABILITY HEREUNDER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, SHALL NOT EXCEED THE

AMOUNTS PAID AND OTHERWISE PAYABLE BY CUSTOMER TO GXM HEREUNDER. 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 552.238-81 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE

ACCURATE INFORMATION).

IX. Confidentiality. At all times during the Term and at all times thereafter, each party shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of itself or any other individual or entity any Confidential Information of the other party. “Confidential Information” means any trade secrets or confidential or proprietary information whether in written, oral or other form which is unique, confidential or proprietary to the disclosing party, including, but not limited to, source code, business plans and financial information, and any other materials or information related to the business or activities of the disclosing party which are not generally known to others engaged in similar businesses or activities. Either party’s failure to mark any Confidential Information as confidential, proprietary or otherwise shall not affect its status as Confidential Information hereunder. Except as required by law, each party agrees to keep the Confidential Information confidential and not to disclose it, in whole or in part, to any third persons whatsoever, nor even to any of its own employees except those having a "need to know," and otherwise to protect the confidentiality of such Confidential Information in accordance with reasonable industry practices but not less than the standards it uses to safeguards its own trade secrets. Each party shall immediately notify the other in writing of any threatened, alleged or actual unauthorized use, access, distribution or other use of the disclosing party’s Confidential Information.

X. Miscellaneous.

(a) This Agreement constitutes an addendum to a solicitation or contract, as defined in Federal Acquisition Regulation 52.212-4(s).

(b) No delay or failure by either party to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof of such party’s rights thereafter to exercise or enforce each and every right and provision hereof. No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision hereof will be effective unless it is in a signed writing by the parties.

(c) Customer may not assign its rights or obligations hereunder without the prior written consent of GXM. This Agreement will bind and inure to the benefit of the successors and assigns of the parties.

(d) This Agreement shall be governed and construed in all respects by the laws of the United States.

(e) If any provision of this Agreement or the application thereof to any party or circumstance is held to be invalid, illegal, or unenforceable in any respect, that provision to that extent shall be severed from this Agreement (but, to the extent permitted by law, not otherwise), and shall not affect the remainder hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision.

(f) Neither party shall be liable to the other for a failure to perform any of its obligations under this Agreement, except for payment obligations previously incurred, during any period in which such performance is delayed due to circumstances beyond its reasonable control.

Schedule A

Fees Standard Hourly Rates

One-time fee of [__________] ($___) (“Service Fee”).

For any services beyond those set forth herein including, but not limited to, implementation, integration and training required beyond the services set forth herein, the GXM Multiple Award Schedule can be used. GXM shall charge Customer at its then-current hourly rates for such services.

Schedule B

DATA PROCESSING ADDENDUM

This Data Processing Addendum, (this “DPA”) is incorporated into the GXM Cloud Services

Agreement or similar agreement for the provision of the Services (the “Services Agreement”) between the Customer (“Customer”) and GXM Consulting LLC (“GXM”). Capitalized but undefined terms used in this DPA will have the meanings assigned to those terms in the Services Agreement.

In the course of providing the GXM Services to Customer pursuant to the Services Agreement, GXM may Process Personal Data on behalf of Customer. GXM agrees to comply with the following provisions, if applicable, with respect to its Processing of Customer Personal Data.

1. DEFINITIONS

“Controller” means the entity which determines the purposes and means of the Processing of Personal

Data.

“Customer Personal Data” means Personal Data submitted or provided by or for Customer, or at

Customer’s direction, to GXM in connection with Customer’s use of the Services, and to which Data Protection Laws apply.

“Data Protection Laws” means all applicable data privacy laws and regulations, including data privacy laws and regulations of the European Union (“EU”), the European Economic Area (“EEA”) and their member states, Switzerland, and the United Kingdom (“UK”), applicable to the Processing of Customer Personal Data by GXM in connection with the Services Agreement.

“Data Subject” means an identified or identifiable natural person about whom GXM Processes Personal Data in connection with the Services.

“GDPR” means the EU General Data Protection Regulation (EU) 2016/679 and amendments thereto.

“Personal Data” means any information which relates to an identified or identifiable natural person as defined under applicable Data Protection Laws.

“Personal Data Breach” means a breach of GXM’s security leading to the unauthorized, accidental or unlawful destruction, loss, alteration, disclosure of, or access to, Customer Personal Data in GXM’s possession, custody or control.

“Process/Processing” shall have the same meaning as in applicable Data Protection Laws.

“Processor” means the entity which Processes Personal Data on behalf of the Controller.

"Relevant Transfer" means the transfer or making available of Customer Personal Data to a legal or natural person(s) that are not in relation to that Customer Personal Data subject to Data Protection Laws.

“Standard Contractual Clauses” or “SCCs” means standard contractual clauses set out in the

European Commission Decision of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 set out at: https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc_en.

“Sub-processor” means any entity that GXM engages to Process Customer’s Personal Data on behalf of GXM as part of the GXM Services.

"Supervisory Authority" means a competent data protection regulator appointed pursuant to applicable Data Protection Laws.

2. PROCESSING OF CUSTOMER PERSONAL DATA

2.1 Roles of the Parties; Purpose. The parties acknowledge and agree that with regard to the

Processing of Customer Personal Data, Customer is the Controller, GXM is a Processor and that GXM may engage Sub-processors pursuant to the requirements set forth herein.

2.2 GXM’s Processing of Personal Data. GXM shall only Process Customer Personal Data on behalf of and in accordance with Customer’s instructions. Customer instructs GXM to Process Customer Personal Data for the following purposes: (i) Processing in accordance with the Schedule contract, applicable task/purchases order, Services Agreement and the DPA; (ii) Processing for Customer which is initiated by administrators in their use of the GXM Services; and (iii) Processing to comply with other reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Services Agreement and this DPA. This DPA and the Services Agreement are Customer’s complete and final instructions to GXM for the Processing of Customer Personal Data. Any additional or alternate instructions must be agreed upon separately in writing signed by authorized representatives of both parties.

2.3 Customer’s Processing of Personal Data. Customer shall, in its use of the GXM Services, Process Customer Personal Data in accordance with the requirements of Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Data and the means by which Customer acquired Personal Data.

2.4 Security of Processing. GXM will use commercially reasonable efforts to secure Customer

Personal Data by implementing appropriate technical and organizational measures designed to provide a level of security appropriate to the risk, as required under the applicable Data Protection Laws.

2.5 GXM’s Security Assistance. GXM will (taking into account the nature of the processing of

Customer Personal Data and the information available to GXM) provide Customer with reasonable assistance necessary for Customer to comply with its obligations in respect of Customer Personal Data under applicable Data Protection Laws, by (a) implementing the security measures in accordance with Section 2.4 (Security of Processing); (b) complying with the terms of Section 2.7 (Personal Data Breach Notification); and (c) providing Customer with the third-party certifications and summaries of the audit reports set forth in the Security Documentation.

2.6 Customer’s Security Responsibilities. Customer agrees that, without prejudice to GXM’s obligations under Section 2.7 (Personal Data Breach Notification), Customer is solely responsible for its use of the GXM Services, including, but not limited to, maintaining a level of security appropriate to the risk in respect of the Customer Personal Data.

2.7 Personal Data Breach Notification. GXM will notify Customer without undue delay after becoming aware of a Personal Data Breach. GXM shall make reasonable efforts to identify and remediate the cause of such Personal Data Breach and will provide sufficient information to Customer to allow Customer to meet any obligations to report or inform individuals or regulators of the Personal Data Breach. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breach. GXM’s notification of or response to a Personal Data Breach under this Section 2.7 will not be construed as an acknowledgement by GXM of any fault or liability with respect to the Personal Data Breach.

2.8 Impact Assessments and Consultations. GXM will (taking into account the nature of the processing and the information available to GXM) reasonably assist Customer in complying with its obligations under Data Protection Laws in respect of data protection impact assessments and prior consultation, including, if applicable, Customer’s obligations pursuant to Articles 35 and 36 of the GDPR.

2.9 Data Subject Rights. During the term of the Services Agreement, if GXM receives any request from a Data Subject in relation to Customer Personal Data, GXM will promptly notify Customer of such request and Customer will be responsible for responding to any such request unless otherwise authorized by the Customer or required by Data Protection Laws. Upon request from Customer, GXM shall provide commercially reasonable assistance to Customer in relation to the handling of a Data Subject’s request for exercising the Data Subject’s rights laid down in the Data Protection Laws, taking into account the nature of GXM’s Processing of Customer Personal Data and solely to the extent Customer is unable to fulfill such requests through the GXM Services.

2.10 Deletion of Customer Personal Data. GXM shall delete all Customer Personal Data and copies thereof upon written request by Customer, unless otherwise required by the applicable Data Protection Laws, provided, however, that GXM shall delete backup data and operational or system log data in the ordinary course of business. In the event applicable law does not permit GXM to delete the Customer Personal Data or deleting Customer Personal Data is not feasible, GXM warrants that it shall ensure the confidentiality of the Customer Personal Data and that it shall not use or disclose any Customer Personal Data after termination of the Services Agreement, except as required by law.

2.11 Data Storage and Processing Facilities. GXM may, subject to Section 2.12 (Data Transfers), store and process Customer Personal Data anywhere GXM or its Sub-processors maintain facilities.

2.12 Data Transfers.

(a) The transfer or making available of Customer Personal Data originating from the EEA or

Switzerland and subject to Data Protection Laws to any country (other than one where a Supervisory Authority has determined that such country provides an adequate level of protection for transfer or making available Customer Personal Data and without specific consent (“Adequate Data Protection Destination”)) shall be subject to the SCCs.

(b) The Relevant Transfer of Customer Personal Data originating from the UK to any other country other than an Adequate Data Protection Destination shall be subject to the SCCs (as amended).

(c) For the purpose of this Section 2.12, where Customer Personal Data has been transferred or made available to the UK from the EEA, or to the EEA from the UK then any onward transfer of such Customer

Personal Data shall be treated as the transferred Customer Personal Data originating from the EEA or UK as appropriate.

(d) For the avoidance of doubt, where the SCCs are applicable to a transfer or making available of

Customer Personal Data pursuant to this Section 2.12 and where the relevant destination is determined to be an Adequate Data Protection Destination, then parties agree that SCCs (as applicable) shall be terminated with respect to the processing of that Customer Personal Data.

2.13 Audits.

(a) GXM will make available to Customer all information reasonably necessary to demonstrate compliance with its obligations under the Data Protection Laws. Upon Customer’s written request at reasonable intervals, GXM shall provide a copy of GXM’s then most recent summaries of third-party audits or certifications, as applicable, that GXM generally makes available to its customers at the time of such request.

(b) If Customer reasonably believes it needs further information in order to confirm GXM’s compliance with the provisions of this DPA relating to Customer Personal Data, GXM will use commercially reasonable efforts to respond to written questions by Customer regarding GXM’s then current security documentation.

(c) If Customer is not satisfied with GXM’s responses to questions provided pursuant to Section

2.13(b) and if GDPR or the SCCs grant Customer the right to audit…