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SEC NATL ACCTG OFC

OKLAHOMA CITY OK 73160

PO BOX 25710

SEC ACCOUNTS PAYABLE BRANCH AMZ-160

ENTERPRISE SERVICES CENTER

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

SEC-OA - 02

See Schedule

SEC - OCOO CODE 16. ADMINISTERED BYCODE

X

513110

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORSEC-OA - 02

REQUEST FOR

PROPOSAL

(RFP)

INVITATION

FOR BID (IFB)

10. THIS ACQUISITION ISCODE

REQUEST FOR

QUOTE (RFQ)

14. METHOD OF SOLICITATION

13b. RATING

NORTH AMERICAN INDUSTRY

CLASSIFICATION STANDARD

(NAICS):

SMALL BUSINESS

202-551-7567PLESHETTE BROWN

50310226P000101/01/2026 (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION 5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 18 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

See Schedule

15. DELIVER TO

WASHINGTON DC 20549

MAIL STOP 4226

100 F STREET NE

IT SUPPORT BRANCH 02

OFFICE OF ACQUISITIONS

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

1,000

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS THIS CONTRACT IS A RATED

ORDER UNDER THE DEFENSE

PRIORITIES AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

8(A)

SECURITIES AND EXCHANGE COMMISSION

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

ADMINISTERED BY:

SECURITIES AND EXCHANGE COMMISSION

OFFICE OF ACQUISITIONS

IT SUPPORT BRANCH 02

100 F STREET NE

MAIL STOP 4226

WASHINGTON DC 20549

DELIVER TO:

SECURITIES AND EXCHANGE COMMISSION

OFFICE OF CHIEF OPERATING OFFICER

Continued ...

(Use Reverse and/or Attach Additional Sheets as Necessary)

$0.00

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

TAKELA MORRIS

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Government Use Only)

OFFER

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

See schedule

29. AWARD OF CONTRACT: REFERENCE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 11/2021) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

100 F ST NE

MAILSTOP-

WASHINGTON DC 20549

UEI: Not Available

Period of Performance: 01/01/2026 to 12/31/2030

00001 CLIN 00001 Access to BoardIQ in accordance with 0.00 the Requirements List.

Period of Performance: 01/01/2026 to 12/31/2026

00002 CLIN 00002 Access to FundFire in accordance with 0.00

00003 CLIN 00003 Access to Ignites in accordance with 0.00

01001 CLIN 01001 Access to BoardIQ in accordance with

(Option Line Item)

Period of Performance: 01/01/2027 to 12/31/2027

01002 CLIN 01002 Access to FundFire in accordance with

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

18 2 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 18

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

50310226P0001

01003 CLIN 01003 Access to Ignites in accordance with

02001 CLIN 02001 Access to BoardIQ in accordance with

Period of Performance: 01/01/2028 to 12/31/2028

02002 CLIN 02002 Access to FundFire in accordance with

02003 CLIN 02003 Access to Ignites in accordance with

03001 CLIN 03001 Access to BoardIQ in accordance with

Period of Performance: 01/01/2029 to 12/31/2029

03002 CLIN 00002 Access to FundFire in accordance with

03003 CLIN 03003 Access to Ignites in accordance with

04001 CLIN 04001 Access to BoardIQ in accordance with

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

4 18

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

50310226P0001

Period of Performance: 01/01/2030 to 12/31/2030

04002 CLIN 04002 Access to FundFire in accordance with

04003 CLIN 04003 Access to Ignites in accordance with

The total amount of award: $687,960.00. The obligation for this award is shown in box 26.

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

SECTION I - Clauses

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS. (NOV 2023)

52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS-

REPRESENTATION. (JAN 2017)

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS OR STATEMENTS. (JAN 2017)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS. (JUN 2020)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE.

(AUG 2020)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, PROPOSED

FOR DEBARMENT, OR VOLUNTARILY EXCLUDED. (JAN 2025)

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (NOV 2023)

52.222-3 CONVICT LABOR. (JUN 2003)

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES. (JUN 2020)

52.226-8 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING

WHILE DRIVING. (MAY 2024)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD

MANAGEMENT. (OCT 2018)

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS. (MAR 2023)

SECTION II - SEC Instructions

5003.00 SUBMISSION OF INVOICES - E-MAIL (JANUARY 2022)

(a) The Securities and Exchange Commission accepts only electronic/e-mail invoices.

(b) Invoices shall be submitted [] via e-mail to: 9-AMC-AMZ-SEC-Invoices@faa.gov

(c) Contractors are cautioned against submitting an invoice prior to goods and services being received/accepted. Invoices submitted prematurely may be rejected. Software license maintenance and subscriptions may be invoiced at the beginning of the contract period of performance.

(d) Electronic/e-mail Invoice Instructions:

Invoices must be in PDF Format and may not exceed 10MB

2. E-mail Subject Line: Company name and the invoice number

3. E-mail Message

3.1 Company logo or letterhead

3.2 Company name and payment address

3.2 Company point of contact (POC) for the invoice with phone and e-mail

4. Invoice Requirements

4.1 Invoice number and invoice date

4.2 Billing period

4.3 SEC Contract number

4.4 Task/Delivery Order number (if applicable)

4.5 SEC Contracting Officer's Representative (COR) name

4.6 For supplies: contract line item number, item description, quantity delivered, and unit and extended price, per the CLIN structure

4.7 For services: contract line item number, item description, period of performance and associated costs, per CLIN structure

4.8 Shipping and handling charges, if applicable

4.9 Other Direct Costs, if applicable

4.10 Total amount billed this period

4.11 Cumulative total billed to date

4.12 Brief description of Services performed - General description only

(e) Invoice Submission Instructions:

1. Clearly mark duplicates of previous invoice submissions with "DUPLICATE"2

2. Clearly mark the final invoice with "FINAL INVOICE"

3. Attach the invoice and any supporting documents in a secure tamper-proof or tamper-resistant format compatible with Adobe Acrobat.

4. Electronic signatures are acceptable in scanned documents. Each page of a document must be clearly marked with information identifying it with the company, the contract, the invoice, and any other information required by the contract.

5004.00 APPOINTMENT OF CONTRACTING OFFICER'S REPRESENTATIVE (COR)

(JANUARY 2022)

a. A Securities and Exchange Commission COR has been designated for administration and information relating to this contract. The SEC may also assign one or more Alternate CORs for this contract. The COR may not re-delegate his or her authority; only the CO has this authority.

A COR Appointment Letter (and ACOR Appointment Letter if applicable) detailing the designations will be e-mailed to the contractor.

b. The COR will manage the contract in coordination with the CO and within the terms of the contract. The COR's responsibilities include reviewing invoices and charges by the Contractor, informing the CO of areas where exceptions are taken, and accepting or rejecting invoices in the SEC's financial system. The COR shall be the primary point of contact responsible for communicating administrative guidance for on-boarding and off-boarding of Contractor Personnel, mandatory trainings, government closures, and other events as necessary. Unless otherwise specified in this contract, inspection and acceptance of supplies and/or services to be furnished under this contract will be performed by the COR.

c. Only the CO has the authority to change the terms and conditions of this contract. The COR may request a contract modification, but the CO will make the final determination. The COR may not agree to or issue a change to the contract terms and conditions. In the event the Contractor effects changes to the contract at the direction of any person other than the CO, the changes will be considered to have been made without any authority and no adjustments will be made to the contract.

6002.00 TYPE OF CONTRACT (NOVEMBER 2024)

This is a [] type contract/agreement.

As appropriate, after award, a contract, order, and/or any contract line-item number(s) (CLINs), or portion thereof, may be converted to a different contract type through mutual agreement between the parties.

6012.02 SEC SECTION 508 REQUIREMENTS (JANUARY 2022)

a. Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, all Information and Communication Technology (ICT) products and services developed, acquired, maintained, and/or used under this contract/order must comply with the Information and Communication Technology Accessibility Provisions set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the

"Access Board") in FAR 39.203 (a). The complete text of Section 508 Final Provisions can be accessed at Section 508 Law.

b. All ICT products must comply with the following requirements. Descriptions of the requirements are viewable at the link Section 508 Standards.

c. Offerors that fail to demonstrate compliance with the above requirements, may be eliminated from further consideration for award.

d. The offeror shall indicate for each line item in the schedule whether each product or service is compliant or non-compliant with the accessibility requirements at 36 CFR 1194 using a Voluntary Product Accessibility Template (VPAT 2.4). Further, the solicitation response must indicate where full details of compliance can be found (e.g., vendor's website or other exact location).

e. Offerors to this solicitation must provide any additional detailed information necessary for determining applicable Section 508 standards conformance. If an offeror claims its products and/or services, including ICT deliverables such as electronic documents, web content or electronic reports, meet applicable Section 508 standards, and it is later determined by the Government - i.e., after award of a contract/order, that products and/or services delivered do not conform to the described accessibility, remediation of the products and/or services to the level of conformance specified in the contract will be the responsibility of the offeror at its expense.

6014.00 USE OF CONTRACTOR DATA AND/OR MATERIALS (JANUARY 2022)

The Contractor acknowledges and agrees to the following: The SEC anticipates using the data and/or materials to conduct analyses for use in reports, studies, memoranda, and presentations.

The SEC anticipates the following types of situation where analyses based on underlying data may be made public: by the SEC itself (E.g., SEC rulemaking and/or analysis done as part of an inspection or enforcement action), by SEC staff where the SEC is directing or facilitating the publication (e.g., a staff study in response to a Congressional request), by SEC staff facilitating their own private publication where the Commission has not taken a position regarding the publication of the analysis(e.g., a research report to be submitted by the individual staff to an academic conference or journal), and a former employee of the SEC who has substantially completed the analysis while on staff and is facilitating his/her own private publication( e.g., a research report to be submitted to an academic conference or journal). In all of these situations, only "insubstantial amounts" of the licensed data and/or material would be made public and no raw data would be made public, the authors would agree to abide by all contractual terms and conditions, and as the owner/licensor of the data the Contractor would receive attribution and be cited as the data source. "Insubstantial amounts" means an amount that has no independent commercial value and could not be used as a substitute for the service or product or any part of it.

6027.00 DISCLOSURE OF INFORMATION (NOVEMBER 2023)

(a) The Contractor shall not refer to this contract in commercial advertising or similar promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Federal Government or is considered by the Government to be superior to other products or services.

(b) The Contractor shall not release to anyone outside the Contractor's organization any classified or unclassified information, regardless of medium (e.g., film, tape, document), pertaining to any part of this contract or any program related to this contract, unless -

(1) The Contracting Officer has given prior written approval; or

(2) The information is otherwise in the public domain before the date of release.

(c) Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The Contractor shall submit its request to the Contracting Officer at least 45 days before the proposed date for release.

(d) The Contractor agrees to include a similar requirement in each subcontract under this contract. Subcontractors shall submit requests for authorization to release through the prime contractor to the Contracting Officer.

(e) If a contract involves sensitive or classified information, all advertisements, releases, announcements, or other publication regarding this contract or the agency programs and projects covered under it, or the results or conclusions made pursuant to performance, must be approved by the Contracting Officer. Under no circumstances shall the Contractor, or anyone acting on behalf of the Contractor, refer to the supplies, services, or equipment furnished pursuant to the provisions of this contract in any publicity, release, or commercial advertising without first obtaining explicit written consent to do so from the Contracting Officer.

6028.00 ARTIFICIAL INTELLIGENCE (SEPT 2025)

A. Definitions

As used in these instructions-

Artificial Intelligence or "AI" means

1. Any artificial system that performs tasks under varying and unpredictable circumstances without significant human oversight, or that can learn from experience and improve performance when exposed to data sets;

2. An artificial system developed in computer software, physical hardware, or other context that solves tasks requiring human-like perception, cognition, planning, learning, communication, or physical action;

3. An artificial system designed to think or act like a human, including cognitive architectures and neural networks;

4. A set of techniques including machine learning, that is designed to approximate a cognitive task; and

5. An artificial system designed to act rationally, including an intelligent software agent or embodied robot that achieves goals using perception, planning, reasoning, learning, communicating, decision making, and acting.

AI Model means a component of an information system that implements AI technology and uses computational, statistical, or machine-learning techniques to produce outputs from a given set of inputs.

AI System means any data systems, software, applications, tools, or utilities that operate in whole or in part using dynamic or static machine learning algorithms or other forms of artificial intelligence, whether

1. the data system, software, application, tool, or utility is established primarily for the purpose of researching, developing, or implementing artificial intelligence technology; or

2. artificial intelligence capability is integrated into another system or agency business process, operational activity, or technology system; and

3. excludes common commercial products with Embedded AI.

Compromised Data means any data that has been obtained illegally, stolen, accessed without authorization, altered without authorization, obtained fraudulently, or otherwise subjected to unauthorized or unlawful use, disclosure, or otherwise contains malicious material.

Covered AI means AI, AI Systems, and/or AI Models.

Data means recorded information, regardless of form or the media on which it may be recorded.

The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

Data Asset means a collection of data elements or data sets that may be grouped together.

Embedded AI means any common commercial product within which Covered AI is embedded, such as a word processor or map navigation system. Whether Covered AI is considered Embedded AI is determined by the SEC.

High-Impact AI means Covered AI with an output that serves as a principal basis for decisions or actions with legal, material, binding, or significant effect on:

1. An individual or entity's civil rights, civil liberties, or privacy;

2. An individual or entity's access to education, housing, insurance, credit, employment, or other programs;

3. An individual or entity's access to critical government resources or services;

4. Human health and safety;

5. Critical infrastructure or public safety; or

6. Strategic assets or resources, including high-value property and information marked as sensitive classified by the Federal Government.

Whether AI is considered High-Impact AI is determined by the SEC

Incidental Use of AI means Covered AI used incidentally by a contractor and not directly related to the work required to fulfill the contract requirements. Whether Covered AI is considered Incidental Use of AI is determined by the SEC.

Metadata means structural or descriptive information about data such as content, format, source, rights, accuracy, provenance, frequency, periodicity, granularity, publisher or responsible party, contract information, method of collection, and other descriptions.

Unlimited Rights means rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

B. Contractor Use of AI

When the Contractor is providing and/or using Covered AI under this contract or agreement, the Contractor shall ensure:

1. the specific Covered AI has been or will be disclosed to the SEC in writing in advance of such use;

2. the use of such Covered AI complies with applicable laws and regulations;

3. the Covered AI does not infringe on any third-party intellectual property rights;

4. the Covered AI is free from and has not been trained on known Compromised Data;

5. it provides sufficient documentation to evidence the transparency, explainability, and interpretability of the Covered AI, to the extent possible; and the contractor shall provide updated documentation as requested;

6. it has adequate means of validating and monitoring performance of the Covered AI;

7. the Covered AI's performance meets the standards for this contract's performance requirements before deploying new versions of the Covered AI or rolling-back to previous versions of the Covered AI;

8. It can rectify behavior of Covered AI if deemed unacceptable based on the Covered AI's performance requirements; and

9. It provides its examination, testing, and validation procedures and the results of any examination, testing, and validation as a deliverable at least annually and upon request of the

SEC.

C. Unauthorized Use of AI

The Contractor's employees, agents, and subcontractors shall immediately alert the SEC of suspected or confirmed unauthorized use of Covered AI in performance of the contract or unauthorized use of SEC data to train, create, modify, develop, or otherwise support Covered AI.

Notification must be made to the SEC of unauthorized use as soon as practicable, but no later than twenty-four (24) hours after the Contractor becomes aware of it by contacting the SEC Service Desk at (202) 551-4357. The Contractor should inform the SEC Service Desk representative that they want to "Report Suspicious Cyber Activity," indicate that Covered AI is involved when summarizing the event to the representative, and answer any additional questions from the representative. The Contractor shall support the SEC's investigation and resolution of reported incidents as requested by the SEC. For purposes of this Instruction, a "suspected unauthorized use of Covered AI" shall be interpreted liberally to mean any situation in which the unauthorized use of Covered AI or the unauthorized use of SEC data to train, create, modify, develop, or otherwise support Covered AI is deemed a reasonable possibility.

D. IP Rights and Use of Government Data

1. The SEC retains Unlimited Rights to all government data inputted in, processed by, and/or generated through the use of any Covered AI under this contract. This includes, but is not limited to:

a) Input data (e.g., prompts, SEC source code, queries, attachments)

b) Output data (e.g., generated content, responses, suggested prompts, AI generated code)

c) Metadata, logs, interaction histories, Data Assets, Data, audit trails, reasoning information, and transformations.

2. The SEC retains Unlimited Rights to all improvements (e.g., data cleaning, data labels) made to any government data utilized, generated, created, and/or modified in the performance of this contract.

3. No government data collected, processed, or generated under this contract may be used by the Contractor for any purpose other than in the performance of this contract, unless explicitly authorized in writing by the Contracting Officer.

E. AI and/or AI Model Training and Enhancement

If this contract requires the training of AI and/or AI Models, then the Contractor may use the necessary SEC-provided and/or SEC-generated data including, prompts, outputs, source code, Metadata, usage logs, or attachments for the purpose of training, fine tuning, developing, improving, or enhancing any AI, AI models, algorithms, or commercial services under the following conditions:

1. Any AI and/or AI Model version that is trained, fine-tuned, improved, and/or enhanced using SEC data is owned exclusively by SEC. The Contractor retains no rights in any AI and/or AI Model version trained, fine-tuned, improved, and/or enhanced with SEC data.

2. SEC data is only for the purposes of training the AI and/or AI Model and as otherwise approved by this contract.

3. The SEC maintains all ownership rights to the SEC-provided and/or SEC-generated data as outlined in D. IP Rights and Use of Government Data.

4. SEC data shall otherwise be handled as described in 6001.1 RESTRICTIONS ON USE, DISCLOSURE, AND DUPLICATION OF CONFIDENTIAL AND NON-PUBLIC

INFORMATION, 6021.01 RECORDS MANAGEMENT INFORMATION TECHNOLOGY

REQUIREMENTS, and other relevant terms of this contract.

What data is considered "necessary" shall be determined by the appropriate SEC officials in consultation with the Contractor. For questions on the permissible scope of training AI and/or AI Models under this section, the contractor shall consult with the COR.

F. Training AI

If this contract is not for the training of AI and/or AI Models, then Contractor shall not use provided SEC-data or SEC-generated data including but not limited to prompts, improvements (cleaning, labels), outputs, source code, Metadata, usage logs, NPI, PII, or confidential data for the purpose of training, developing, building, fine-tuning, or otherwise enhancing any Covered AI, algorithms, or Covered AI-related commercial services, unless authorized in writing by the Contracting Officer.

G. New AI Feature Notification

The Contractor shall notify the SEC in writing 30 days prior to the deployment of any new Covered AI enhancements, features, versions, or components that provide or rely on Covered AI beyond standard updates to any procured Covered AI. The notification shall include a detailed description of the Covered AI, its intended functionality, and potential impacts on existing systems and operations. The SEC may request additional information, conduct reviews, or require modification to ensure compliance with relevant laws, regulations, standards, and guidance. The Contractor shall not deploy the Covered AI without approval by the Contracting Officer. This paragraph applies to Embedded AI only to the extent necessary to determine whether the AI feature qualifies as Embedded AI or not.

H. No Use of High-Impact AI

The Contractor agrees not to use High-Impact AI in the performance of this contract. If Contractor uses or otherwise discovers the use of High-Impact AI, Contractor shall notify the SEC in accordance with paragraph C. Unauthorized Use of AI.

I. SEC Audits

The SEC reserves the right to audit the Covered AI's behavior, performance, and data handling.

This includes but is not limited to:

1. Usage logs

2. Data transformations

3. Prompt and output histories

4. Metadata, training data, design documentation

5. Governance frameworks

6. Model performance metrics

7. Contractor testing and results of testing

8. Independent testing and results of testing

The Contractor shall cooperate fully with any SEC-requested audit or review. This section applies to Incidental Use of AI and Embedded AI only to the extent needed to reasonably determine if the use of Covered AI qualifies as Incidental Use of AI or the Covered AI qualifies as Embedded AI.

J. Independent Evaluation

At least annually, the Contractor agrees to provide the SEC with access and time necessary to complete independent evaluations of the Covered AI used to fulfill this contract. The Contractor agrees not to access any data the SEC utilizes to conduct the independent evaluation. In the alternative, the Contractor may provide complete testing and provide at least annually. The results of this testing must be detailed enough for the testing to be independently verified or reproduced.

K. AI Vendor Lock-In Protections - Interoperability and Model Portability

A Contractor that designs, develops, operates or maintains Covered AI shall make best efforts to ensure that the Covered AI is capable of interoperating with existing AI functionality used by the SEC. The Contractor shall also make best efforts to consider interoperating capabilities of Covered AI with future AI functionality at the SEC. This includes the transferability and portability of SEC owned or licensed Covered AI into SEC designated IT systems, cloud computer environments, and other designated storage; related Contractor knowledge of the Covered AI; and Contractor knowledge needed to transfer the Covered AI.

L. AI Vendor Lock-In Protections - Transitions Out

At the expiration or termination of this contract and/or at the SEC's request, the Contractor shall provide all reasonable assistance to facilitate the orderly transition of SEC owned or licensed Covered AI to the SEC's IT systems, cloud computer environments, and/or other designated storage. These transition services include but are not limited to:

1. A written transition plan subject to SEC approval unless designated otherwise by the Contracting Officer;

2. Actions, plans, procedures, and timelines necessary to ensure a smooth transition from the Contract and transition-out to the follow-on Contractor;

3. Transition information and briefings to the COR prior to expiration dates;

4. Continued service for the transition period to ensure the orderly transitioning and transferring of the SEC owned or licensed Covered AI;

5. To the extent possible, uninterrupted services during transitions and transfers;

6. If the SEC owned or licensed Covered AI includes physical assets, accessibility to physical assets for transportation;

7. Transfer of relevant documentation, data, configurations, license information, specialist knowledge, policies and procedures, desktop procedures, manuals, and other relevant materials related to the SEC owned or licensed Covered AI and transition of the SEC owned or licensed Covered AI;

8. Maintain sufficient qualified staff to meet all requirements of this effort;

9. Cooperation with the SEC and/or its designee(s) as necessary to complete and finalize the transition of the SEC owned or licensed Covered AI; and

10. Identification of third-party contracts or licenses related to the SEC owned or licensed Covered AI that are necessary for the continued operation of the SEC owned or licensed Covered

AI.

The Contractor agrees not to take any direct or indirect action that would interfere with, hinder, or slow the transition of the SEC owned or licensed Covered AI, including but not limited to withholding access to systems, data, personnel, or supporting documentation.

M. Exceptions for the Embedded AI and Incidental Use of AI

For all references to Covered AI within this contract, none of the provisions or requirements outlined apply to the use of Embedded AI or the Incidental Use of AI unless otherwise noted.

What constitutes as Embedded AI or the Incidental Use of AI is determined by the SEC.

7001.00 COMMERCIAL SUPPLIER AGREEMENTS - UNENFORCEABLE CLAUSES

(a) Purpose

The purpose of this SEC Instruction (SECI) is to implement the FAR 12.302(c) Class Waiver approved by the SEC Senior Procurement Executive that addresses conflicting and/or problematic terms in Commercial Supplier Agreements (CSAs) (e.g., license agreements, terms of service (TOS), terms of sale or purchase, End User License Agreements (EULAs), and similar agreements).

(b) Order of Precedence

When FAR 52.212-4 is present in the solicitation or contract at issue, its paragraphs are tailored to reflect:

(s)(2) ('The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, Unauthorized Obligations paragraphs of this clause, and SECI 7001.00, Commercial Supplier Agreements - Unenforceable Clauses.'), and

(s)(4) ('Addenda to this solicitation or contract, including any license agreements as amended by SECI 7001.00, Commercial Supplier Agreements - Unenforceable Clauses.')

(c) Unenforceable Clauses

When any supply or service acquired under this contract is subject to a CSA, the following language shall be deemed incorporated into the CSA. As used herein, 'this agreement' means the

CSA:

(1) Notwithstanding any other provision of this agreement, when the end user is the SEC, the following shall apply:

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders under FAR Part 12.)

(ii) End user. This agreement shall bind the SEC as the end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

(iii) Law and disputes. This agreement is governed by Federal law.

(A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S.

territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted.

(B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

(C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

(iv) Continued performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance per FAR 52.212-4(d).

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).

(vi) Updating terms.

(A) After award, the contractor may unilaterally revise terms if they are not material. A material change is defined as:

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

(3) Terms that decrease overall level of service; or

(4) Terms that limit any other Government right addressed elsewhere in this contract.

(B) For revisions that will materially change the terms of the contract, the revised CSA must be incorporated into the contract using a bilateral modification.

(C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative.

(viii) Indemnification (by licensor). Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. § 516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the SEC. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order.

(B) This charge, if disputed by the SEC, will be resolved in accordance with FAR 52.212-4(d) (Disputes); no payment obligation shall arise on the part of the SEC until the conclusion of the dispute process.

(C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government.

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under FAR 52.212-4(b).

(xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed 'confidential information'. Issues regarding release of 'unit pricing' will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (1), the language, provisions, or clause of paragraph (1) shall prevail to the extent of such inconsistency.

SECTION III - Attachments

Attachment 1 - Requirements List

E - Solicitation Provisions

52.204-7 System for Award Management. (NOV 2024)

52.209-2 Prohibition on Contracting With Inverted Domestic Corporations-Representation. (NOV 2015)

52.212-1 Instructions to Offerors - Commercial Products and Commercial Services. (SEP 2023)

52.212-3 Offeror Representations and Certifications-Commercial Products and Commercial Services. (MAY 2024)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v) of this provision.

(a) Definitions. As used in this provision-

Covered telecommunications equipment or services has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Economically disadvantaged women-owned small business (EDWOSB) concern means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

Forced or indentured child labor means all work or service-

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

Immediate owner means an entity, other than the offeror, that has direct control of the offeror.

Indicators of control include, but are not limited to, one or more of the following: Ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

Manufactured end product means any end product in product and service codes (PSCs) 1000- 9999, except-

(1) PSC 5510, Lumber and Related Basic Wood Materials;

(2) Product or Service Group (PSG) 87, Agricultural Supplies;

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

(5) PSC 9410, Crude Grades of Plant Materials;

(6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) PSC 9610, Ores;

(9) PSC 9620, Minerals, Natural and Synthetic; and

(10) PSC 9630, Additive Metal Materials.

Place of manufacture means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor.

Reasonable inquiry has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate-

(1) Are conducted under contract directly and exclusively with the regional government of southern Sudan;

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended.

Sensitive technology-

(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically-

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic Powers Act (50 U.S.C. 1702(b)(3)).

Service-disabled veteran-owned small business (SDVOSB) concern means a small business concern-

(1)(i) Not less than 51 percent of which is owned and controlled by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran; or

(2) A small business concern eligible under the SDVOSB Program in accordance with 13 CFR part 128 (see subpart 19.14).

(3) Service-disabled veteran, as used in this definition, means a veteran as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C.

101(16), and who is registered in the Beneficiary Identification and Records Locator Subsystem, or successor system that is maintained by the Department of Veterans Affairs' Veterans Benefits Administration, as a service-disabled veteran.

Service-disabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that-

(1) Effective January 1, 2024, is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300; or

(2) Has represented that it is an SDVOSB concern in SAM and submitted a complete application for certification to SBA on or before December 31, 2023.

Service-disabled veteran-owned small business (SDVOSB) Program means a program that authorizes contracting officers to limit competition, including award on a sole-source basis, to SDVOSB concerns eligible under the SDVOSB Program.

Small business concern-(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and size standards in this solicitation.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

Small disadvantaged business concern, consistent with 13 CFR 124.1001, means a small business concern under the size standard applicable to the acquisition, that-

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by-

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding the threshold at 13 CFR 124.104(c)(2) after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

(2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

Subsidiary means an entity in which more than 50 percent of the entity is owned-

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

Veteran-owned small business concern means a small business concern-

(1) Not less than 51 percent of which is owned and controlled by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

Women-owned business concern means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

Women-owned small business concern means a small business concern-

(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

Women-owned small business (WOSB) concern eligible under the WOSB Program (in accordance with 13 CFR part 127), means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300.

(b)(1) Annual Representations and Certifications.