S6. Attach.4_EULA_Addend..docx

AMENDMENT TO END USER LICENSE AGREEMENT

THIS AMENDMENT (this “Amendment”) amends the VENDOR NAME END-USER LICENSE AGREEMENT, as updated DATE, (the “License Agreement”) between VENDOR NAME (“Licensor”) and the Government, as represented by the Department of the Navy*, Naval Information Warfare Systems Command, (“Licensee”) solely for purchases of licenses acquired by Licensee under the attached contract. By delivering the Software to Licensee under the contract, Licensor agrees to be bound by the terms and conditions of this Amendment, which shall control and take precedence over any conflicting or inconsistent terms in the License Agreement.

Notwithstanding anything else contained in the License Agreement, Licensor hereby further agrees to the following additional amendments and modifications of the License Agreement, to the extent such terms exist, to remove any inconsistencies with federal procurement law:

a.) The Government shall not be required to indemnify Licensor; however, the Licensor shall have the right to make a claim or claims against the Government under the Federal Tort Claims Act for Government errors and omissions in the selection, use and distribution of the Government application and the Software and to all remedies awarded in favour of the Licensor pursuant to such claim or claims.

b.) In the event an infringement indemnity is offered by Licensor to the Government as end user, any requirement of Licensor to have sole control of the litigation is amended to state that “Licensor shall provide appropriate consultation with the Department of Justice in the defense of such matters and may agree to join or intervene in proceedings at its own expense through counsel of its choice.”

c.) Any provisions seeking to impose attorney fees on the Government are revoked in favor of any applicable provision in the Order as may apply, and/or the Equal Access to Justice Act, if applicable.

d.) Dispute resolution provisions that purport to apply to the Government are revoked and shall be as prescribed in the Order as may apply.

e.) Clauses attempting to subject the Government to equitable remedies and injunctions are revoked in favor of applicable federal laws, including 28 USC §1498, and any clauses from the contract as may apply.

f.) Licensor's ability to unilaterally terminate or modify its agreements shall not apply to the Government and shall be governed instead by federal law, including any terms from the contract as may apply and any applicable federal procurement statutes or other federal laws.

g.) Any clauses that are otherwise contrary to or inconsistent with federal procurement law are revoked in favor of such federal law and the contract as may apply.

h.) The vendor shall not have unfettered remote computer access to the Hardware and Software, yet may request remote access from the Government. The Government will subsequently assess whether such access is appropriate at the time of request.

These amendments and modifications shall take precedence over and hereby supersede any conflicting terms in the License Agreement and shall be incorporated in substance, or as an attachment, to the contract upon award. The modifications shall take effect upon execution of the attached contract and signature of both parties to this amendment, or when the Government takes delivery of the contract software governed by the license, whichever comes first.

*The Department of the Navy includes all components of the Navy, including the U.S. Marine Corps.

Signature of Licensor: _______ ______________________

Government Representative: ________________________ ___________