Attachment_15_NGA_License_Agreement.pdf
PDF 800 KB Posted
- Attached to
- NGA HRM-II RFP
- Solicitation number
- HM047626R0018
About this file
This is an Addendum to License Agreement or Terms of Use template designed for federal government contracts involving commercial software licenses, subscriptions, or services.
The addendum establishes that its terms supersede and control any conflicting provisions in the vendor's standard license agreement, End User License Agreement, Terms of Use, or Terms and Conditions. Upon Contracting Officer execution, the offeror must transfer all rights, title, and interest in services, subscriptions, licenses, and related benefits to the Government for the entire period of performance. The Government modifies or nullifies numerous commercial license terms deemed incompatible with federal law or Government needs, including: general indemnity provisions (redirecting disputes to the Contract Disputes Act); patent indemnity clauses (limiting contractor control over intellectual property litigation and requiring Department of Justice oversight per 28 U.S.C. § 516); automatic renewal provisions (prohibiting automatic renewals without prior express Government approval); audit rights (restricting contractor access to Government systems); attorney fees and equitable relief (limiting awards to statutory authority); taxes (requiring individual submission for adjudication or inclusion in firm-fixed pricing); incorporation of external terms by reference (prohibiting unilaterally revised provisions); venue and choice of law (applying federal statute and FAR); mandatory arbitration (requiring federal statute compliance); equitable remedies and injunctions (limiting to federal statute permissions); unilateral termination for breach (referencing Contract Disputes Act); unilateral modifications (prohibiting without Government approval); assignment provisions (referencing Assignment of Claims and Federal Acquisition Regulation restrictions); and confidentiality claims (subordinating license terms to Freedom of Information Act requirements). The offeror must sign and agree to abide by all addendum provisions if awarded a contract.
View the file
Other files
Show all 23
On GovTribe
Work with this file
- Download the original file
- Contacts named in this file
- Similar government files
- Ask GovTribe AI about this file
Text version
Addendum to License Agreement or Terms of Use
The offeror, ___________________ , hereby submits this Addendum as an attachment to the License Agreement (whether called an End User License Agreement, Terms of Use, Terms and Conditions, or some. other name) connected to __________________ Contract # _________. The offerer agrees that in the event of any conflict or inconsistency between the terms in this Addendum and the terms of the License Agreement or any other addendum or supplement thereto, whether executed or otherwise agreed to before or after the execution of this Addendum, the terms of this Addendum will supersede and be controlling. The offeror acknowledges that this Addendum will become a binding part of its contract with the Government.
The Government accepts commercial terms in a License Agreement only to the extent that those terms do not conflict with Federal law and only to the extent those terms meet the Government's needs. The following terms, when they appear in a License Agreement, have been determined unacceptable to the Government as a result of a conflict with Federal law or as a result of incompatibility with the Government's needs. Any such terms in the offeror's License Agreement will be null and void as between the offeror and the Government, and those terms will have no force or effect in any resulting contract.
Upon execution of this agreement by the Contracting Officer, the Offeror shall transfer, assign, and convey to the Government all rights, title, and interest in and to the services, subscriptions, licenses, and any other benefits arising from or related to such agreement for the entire period of performance (PoP) specified therein.
General Indemnity (by the The Government does not agree to indemnify any party government) because such agreements may violate the Anti-Deficiency
Act, 31 U.S.C. § 1341(a)(l )(B). Any such clause is hereby modified as follows:
Recourse against the United States for any alleged breach of this agreement must be as a dispute under the contract disputes clause (Contract Disputes Act). While a dispute is pending, the Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.
Patent Indemnity (by the Clauses giving the contractor control over any claims or contractor) disputes involving patent or other intellectual property infringement are not allowable, insofar as only the US Department of Justice is authorized to represent the US Government, per 28 U.S.C. § 516. Any clause giving entire control of litigation to a contractor is hereby modified as follows:
If a third party claims that products or services delivered under this contract infringe that party's patent or convright, the contractor will indemnifv the
UNCLASSIFIED
File details come from the government source that posted it. Updated .